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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~July 28, 2024

Commission File No. 1-12597

CULP, INC.

(Exact name of registrant as specified in its charter)

    North Carolina

    56-1001967

    (State or other jurisdiction of
incorporation or other organization)

    (I.R.S. Employer
Identification No.)


1823 Eastchester Drive
High Point, North Carolina	27265-1402
(Address of principal executive offices)	(zip code)

(336) 889-5161

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


		Name of Each Exchange
Title of Each Class	Trading Symbol(s)	On Which Registered
Common Stock, par value $.05/ Share	CULP	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period after the registrant was required to submit such files). ☒ Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common shares outstanding as of ~~March~~September 65, 2024: 12,~~469~~490,~~903~~280

Par Value: $0.05 per share

INDEX TO FORM 10-Q

For the period ended ~~January~~July 28, 2024

	Part I - Financial Statements	Page
Item 1.	Financial Statements: (Unaudited)	I-1
	Consolidated Statements of Net Loss — Three Months and Nine Months Ended January 28, 2024, and January 29, 2023	I-1
	Consolidated Statements of Net Loss — Three Months Ended July 28, 2024, and July 30, 2023	I-1
	Consolidated Statements of Comprehensive Loss – Three Months and Nine Months Ended January 28, 2024, and January 29, 2023	I-3
	Consolidated Statements of Comprehensive Loss – Three Months Ended July 28, 2024 and July 30, 2023	I-2
	Consolidated Balance Sheets — January 28, 2024, January 29, 2023, and April 30, 2023	I-4
	Consolidated Balance Sheets — July 28, 2024, July 30 2023, and April 28, 2024	I-3
	Consolidated Statements of Cash Flows — Nine Months Ended January 28, 2024, and January 29, 2023	I-5
	Consolidated Statements of Cash Flows — Three Months Ended July 28, 2024, and July 30, 2023	I-4
	Consolidated Statements of Shareholders’ Equity – Nine Months Ended January 28, 2024	I-6
	Consolidated Statements of Shareholders’ Equity – Three Months Ended July 28, 2024	I-5
	Consolidated Statements of Shareholders’ Equity – Nine Months Ended January 29, 2023	I-7
	Consolidated Statements of Shareholders’ Equity – Three Months Ended July 30, 2023	I-6
	Notes to Consolidated Financial Statements	I-87
	Cautionary Statement Concerning Forward-Looking Information	I-3129
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	I-3230
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	I-4745
Item 4.	Controls and Procedures	I-4745
	Part II - Other Information
Item 1.	Legal Proceedings	II-1
Item 1A.	Risk Factors	II-1
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	II-1
Item 5.	Other Information	II-1
Item 6.	Exhibits	II-2
Signatures		II-3

Item 1: Financial Statements

CULP, INC.

CONSOLIDATED STATEMENTS OF NET LOSS

FOR THE THREE MONTHS ENDED ~~JANUARY~~JULY 28, 2024, AND ~~JANUARY~~JULY 2930, 2023

UNAUDITED

(Amounts in Thousands, Except for Per Share Data)

	THREE MONTHS ENDED
	January 28,			January 29,
	July 28,			July 30,
	2024			2023
Net sales	$	6056,~~418~~537		$	5256,~~523~~662
Cost of sales		(5251,~~715~~461	)		(5049,~~430~~577	)
Gross profit		75,~~703~~076			27,~~093~~085
Selling, general and administrative expenses		(9,~~493~~296	)		(9,~~165~~829	)
Restructuring credit (expense)		50			(711	)
Restructuring expense		(2,631	)		(338	)
Loss from operations		(16,~~740~~851	)		(73,~~783~~082	)
Interest income		284			196
Interest expense		(28	)		—
Other expense		(705	)		(1,095	)
Interest income		262			345
Loss before income taxes		(2,161	)		(8,682	)
Other (expense) income		(404	)		96
Income tax expense		(1,027	)		(286	)
Loss before income taxes		(7,021	)		(2,641	)
Net loss		(3,188	)		(8,968	)
Income tax expense		(240	)		(701	)
Net loss per share - basic	$	(0.26	)	$	(0.73	)
Net loss		(7,261	)	$	(3,342	)
Net loss per share - diluted	$	(0.26	)	$	(0.73	)
Net loss per share - basic	$	(0.58	)	$	(0.27	)
Average shares outstanding, basic		12,470			12,299
Net loss per share - diluted	$	(0.58	)	$	(0.27	)
Average shares outstanding, diluted		12,470			12,299
Average shares outstanding, basic		12,470			12,332
Average shares outstanding, diluted		12,470			12,332

See accompanying notes to consolidated financial statements.

I-1

CULP, INC.

CONSOLIDATED STATEMENTS OF NET LOSS

FOR THE NINE MONTHS ENDED JANUARY 28, 2024, AND JANUARY 29, 2023

UNAUDITED

(Amounts in Thousands, Except for Per Share Data)

	NINE MONTHS ENDED
	January 28,			January 29,
	2024			2023
Net sales	$	175,804		$	173,508
Cost of sales		(153,067	)		(169,500	)
Gross profit		22,737			4,008
Selling, general and administrative expenses		(29,366	)		(27,133	)
Restructuring expense		(432	)		(1,326	)
Loss from operations		(7,061	)		(24,451	)
Interest income		911			292
Other expense		(560	)		(348	)
Loss before income taxes		(6,710	)		(24,507	)
Income tax expense		(2,244	)		(2,332	)
Net loss	$	(8,954	)	$	(26,839	)
Net loss per share - basic	$	(0.72	)	$	(2.19	)
Net loss per share - diluted	$	(0.72	)	$	(2.19	)
Average shares outstanding, basic		12,419			12,272
Average shares outstanding, diluted		12,419			12,272

See accompanying notes to consolidated financial statements.

I-2

CULP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JANUARY~~JULY 28, 2024, AND ~~JANUARY~~JULY 2930, 2023

UNAUDITED

(Amounts in Thousands)

	THREE MONTHS ENDED
	January 28,			January 29,
	July 28,			July 30,
	2024			2023
Net loss	$	(37,~~188~~261	)	$	(83,~~968~~342	)
Unrealized holding gain on investments, net of tax		9480			4257
Comprehensive loss	$	(37,~~094~~181	)	$	(83,~~926~~285	)

	NINE MONTHS ENDED
	January 28,			January 29,
	2024			2023
Net loss	$	(8,954	)	$	(26,839	)
Unrealized holding gain (loss) on investments, net of tax		69			(11	)
Comprehensive loss	$	(8,885	)	$	(26,850	)

See accompanying notes to consolidated financial statements.

I-32

CULP, INC.

CONSOLIDATED BALANCE SHEETS

~~JANUARY~~JULY 28, 2024, ~~JANUARY~~JULY 2930, 2023, AND APRIL 3028, ~~2023~~2024

UNAUDITED

(Amounts in Thousands)

	January 28,		January 29,		April 30,
	July 28,		July 30,		April 28,
	2024		2023		~~2023~~2024*
Current assets:
Cash and cash equivalents	$	1213,~~585~~472	$	16,~~725~~812	$	2010,~~964~~012
Short-term investments - rabbi trust		~~937~~954		~~2,420~~791		~~1,404~~903
Accounts receivable, net		2321,~~686~~587		2122,~~241~~612		2421,~~778~~138
Inventories		4641,~~877~~668		4743,~~627~~817		4544,~~080~~843
Short-term note receivable		~~260~~268		—252		~~219~~264
Assets held for sale		—607		~~1,950~~—		—
Current income taxes receivable		~~476~~532		~~238~~202		—350
Other current assets		43,~~237~~590		23,~~839~~578		3,~~071~~371
Total current assets		8982,~~058~~678		9388,~~040~~064		9580,~~516~~881
Property, plant and equipment, net		3430,~~021~~476		3734,~~192~~929		3633,~~111~~182
Right of use assets		64,~~952~~483		87,~~913~~466		86,~~191~~203
Intangible assets		1,~~970~~782		2,~~346~~158		21,~~252~~876
Long-term investments - rabbi trust		7,~~083~~089		7,~~725~~204		7,~~067~~102
Long-term note receivable		1,~~530~~394		—1,661		1,~~726~~462
Deferred income taxes		~~531~~528		~~463~~476		~~480~~518
Other assets		~~853~~709		~~919~~944		~~840~~830
Total assets	$	~~141~~129,~~998~~139	$	~~150~~142,~~598~~902	$	~~152~~132,~~183~~054
Current liabilities:
Accounts payable - trade	$	29,793	$	22,540	$	29,442
Line of credit	$	4,017	$	-	$	-
Accounts payable - capital expenditures		19		25		56
Accounts payable - trade		26,540		26,468		25,607
Operating lease liability - current		2,524		2,785		2,640
Accounts payable - capital expenditures		56		257		343
Deferred compensation - current		937		2,420		1,404
Operating lease liability - current		1,565		2,558		2,061
Deferred revenue		1,798		1,430		1,192
Deferred compensation - current		954		791		903
Accrued expenses		7,300		6,701		8,533
Deferred revenue		1,600		1,026		1,495
Income taxes payable - current		1,070		467		753
Accrued expenses		6,097		6,615		6,726
Total current liabilities		43,441		36,368		44,020
Accrued restructuring		633		10		—
Operating lease liability - long-term		2,656		4,399		3,612
Income taxes payable - current		759		526		972
Income taxes payable - long-term		2,072		2,648		2,675
Total current liabilities		42,221		38,251		38,107
Deferred income taxes		6,177		6,089		5,954
Operating lease liability - long-term		2,219		2,994		2,422
Deferred compensation - long-term		6,856		7,590		6,842
Income taxes payable - long-term		2,180		2,710		2,088
Total liabilities		61,202		57,094		63,103
Deferred income taxes		6,449		5,864		6,379
Deferred compensation - long-term		6,946		6,966		6,929
Total liabilities		60,015		56,785		55,925
Commitments and Contingencies (Notes 10, 16, and 17)
Shareholders' equity
Preferred stock, $0.05 par value, authorized 10,000,000		—		—		—
Common stock, $0.05 par value, authorized 40,000,000 shares, issued and outstanding 12,469,903 at January 28, 2024; 12,311,583 at January 29, 2023, and 12,327,414 at April 30, 2023		624		616		616
Common stock, $0.05 par value, authorized 40,000,000 shares, issued and outstanding 12,469,903 at July 28, 2024; 12,344,030 at July 30, 2023, and 12,469,903 at April 28, 2024		624		617		624
Capital contributed in excess of par value		4445,~~843~~187		4344,~~992~~571		4445,~~250~~011
Accumulated earnings		3523,~~241~~115		4840,~~875~~853		4430,~~195~~376
Accumulated other comprehensive income		88198		2176		19118
Total shareholders' equity		8069,~~796~~124		9386,~~504~~117		8976,~~080~~129
Total liabilities and shareholders' equity	$	~~141~~129,~~998~~139	$	~~150~~142,~~598~~902	$	~~152~~132,~~183~~054

* Derived from audited consolidated financial statements.

See accompanying notes to consolidated financial statements.

I-43

CULP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~JANUARY~~JULY 28, 2024, AND ~~JANUARY~~JULY 2930, 2023

UNAUDITED

(Amounts in Thousands)

	NINE MONTHS ENDED
	THREE MONTHS ENDED
	January 28,			January 29,
	July 28,			July 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(87,~~954~~261	)	$	(263,~~839~~342	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		41,~~897~~581			51,~~228~~635
Non-cash inventory (credit) charge		(1,978	)		6,301
Non-cash inventory credit		(268	)		(717	)
Amortization		~~291~~99			~~323~~96
Stock-based compensation		~~747~~176			~~887~~322
Deferred income taxes		~~172~~60			~~150~~(86	)
Gain on sale of equipment		(~~284~~4	)		(~~312~~270	)
Non-cash restructuring expenses		~~330~~1,643			~~791~~237
Foreign currency exchange gain		(347	)		(362	)
Foreign currency exchange (loss) gain		45			(372	)
Changes in assets and liabilities:
Accounts receivable		~~1,040~~(445	)		~~954~~2,112
Inventories	-	3,458			121,~~477~~792
Other current assets		(~~1,190~~221	)		(39526	)
Other assets		~~(107~~90	)		(76134	)
Accounts payable – trade		~~963~~884			3(2,~~051~~353	)
Deferred revenue		~~606~~105			~~910~~(166	)
Accrued expenses and deferred compensation		(1,437	)		885
Accrued restructuring		640			10
Income taxes		(719	)		254
Accrued expenses and deferred compensation		(478	)		(2,311	)
Net cash (used in) provided by operating activities		(5,970	)		4,583
Income taxes		(310	)		(362	)
Net cash used in provided by operating activities		(206	)		(4,435	)
Cash flows from investing activities:
Capital expenditures		(~~3,249~~501	)		(~~1,602~~513	)
Proceeds from the sale of equipment		~~363~~37			~~465~~294
Proceeds from note receivable		~~240~~90			—60
Proceeds from the sale of investments (rabbi trust)		~~1,224~~229			70780
Purchase of investments (rabbi trust)		(~~704~~187	)		(~~870~~247	)
Net cash used in investing activities		(2,126	)		(1,937	)
Net cash (used in) provided by investing activities		(332	)		374
Cash flows from financing activities:
Common stock surrendered for withholding taxes payable		(146	)		(33	)
Procceds from line credit - China		4,010			—
Payments of debt issuance costs		—			(289	)
Net cash provided by financing activities		4,010			—
Net cash used in financing activities		(146	)		(322	)
Effect of exchange rate changes on cash and cash equivalents		(12	)		(91	)
Effect of exchange rate changes on cash and cash equivalents		(137	)		(149	)
Increase (decrease) in cash and cash equivalents		3,460			(4,152	)
(Decrease) increase in cash and cash equivalents		(8,379	)		2,175
Cash and cash equivalents at beginning of period		10,012			20,964
Cash and cash equivalents at beginning of period		20,964			14,550
Cash and cash equivalents at end of period	$	13,472		$	16,812
Cash and cash equivalents at end of period	$	12,585		$	16,725

See accompanying notes to consolidated financial statements.

I-54

CULP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE ~~NINE~~THREE MONTHS ENDED ~~JANUARY~~JULY 28, 2024

UNAUDITED

(Dollars in thousands, except share data)

							Capital						Accumulated
							Contributed						Other			Total
	Common Stock						in Excess			Accumulated			Comprehensive			Shareholders'
	Shares			Amount			of Par Value			Earnings			Income ~~(Loss)~~			Equity
Balance, April 30, 2023 *		12,327,414		$	616		$	44,250		$	44,195		$	19		$	89,080
Balance, April 28, 2024 *		12,469,903		$	624		$	45,011		$	30,376		$	118		$	76,129
Net loss		—			—			—			(37,~~342~~261	)		—			(37,~~342~~261	)
Stock-based compensation		—			—			~~322~~176			—			—			~~322~~176
Unrealized gain on investments		—			—			—			—			5780			5780
Immediately vested common stock award		16,616			1			(1	)		—			—			—
Balance, July 28, 2024		12,469,903		$	624		$	45,187		$	23,115		$	198		$	69,124
Balance, July 30, 2023		12,344,030		$	617		$	44,571		$	40,853		$	76		$	86,117
Net loss		—			—			—			(2,424	)		—			(2,424	)
Stock-based compensation		—			—			163			—			—			163
Unrealized loss on investments		—			—			—			—			(82	)		(82	)
Common stock issued in connection with the vesting of time-based restricted stock units		151,653			8			(8	)		—			—			—
Common stock surrendered in connection with payroll withholding taxes		(25,780	)		(1	)		(145	)		—			—			(146	)
Balance, October 29, 2023		12,469,903		$	624		$	44,581		$	38,429		$	(6	)	$	83,628
Net loss		—			—			—			(3,188	)		—			(3,188	)
Stock-based compensation		—			—			262			—			—			262
Unrealized gain on investments		—			—			—			—			94			94
Balance, January 28, 2024		12,469,903		$	624		$	44,843		$	35,241		$	88		$	80,796

* Derived from audited consolidated financial statements.

See accompanying notes to consolidated financial statements

I-65

CULP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE ~~NINE~~THREE MONTHS ENDED ~~JANUARY~~JULY 2930, 2023

UNAUDITED

(Dollars in thousands, except share data)

						Capital						Accumulated
						Contributed						Other			Total
	Common Stock					in Excess			Accumulated			Comprehensive			Shareholders'
	Shares			Amount		of Par Value			Earnings			Income ~~(Loss)~~			Equity
Balance, May 1, 2022 *		12,228,629		$	611	$	43,143		$	75,715		$	32		$	119,501
Balance, April 30, 2023 *		12,327,414		$	616	$	44,250		$	44,195		$	19		$	89,080
Net loss		—			—		—			(53,~~699~~342	)		—			(53,~~699~~342	)
Stock-based compensation		—			—		252			—			—			252
Unrealized loss on investments		—			—		—			—			(7	)		(7	)
Common stock issued in connection with the vesting of performance-based restricted stock units		913			—		—			—			—			—
Common stock issued in connection with the vesting of time-based restricted stock units		32,199			2		(2	)		—			—			—
Common stock surrendered in connection with payroll withholding taxes		(6,708	)		—		(52	)		—			—			(52	)
Fully vested common stock award		19,753			1		(1	)		—			—			—
Balance, July 31, 2022		12,274,786		$	614	$	43,340		$	70,016		$	25		$	113,995
Net loss		—			—		—			(12,173	)		—			(12,173	)
Stock-based compensation		—			—		313			—			—			313
Unrealized loss on investments		—			—		—			—			(46	)		(46	)
Common stock issued in connection with the vesting of performance-based restricted stock units		669			—		—			—			—			—
Common stock surrendered in connection with payroll withholding taxes		(20	)		—		19			—			—			19
Fully vested common stock award		18,327			1		(1	)		—			—			—
Balance, October 30, 2022		12,293,762		$	615	$	43,671		$	57,843		$	(21	)	$	102,108
Net loss		—			—		—			(8,968	)		—			(8,968	)
Stock-based compensation		—			—		322			—			—			322
Unrealized gain on investments		—			—		—			—			4257			4257
Fully vested common stock award		17,821			1		(1	)		—			—			—
Immediately vested common stock award		16,616			1		(1	)		—			—			—
Balance, January 29, 2023		12,311,583		$	616	$	43,992		$	48,875		$	21		$	93,504
Balance, July 30, 2023		12,344,030		$	617	$	44,571		$	40,853		$	76		$	86,117

* Derived from audited consolidated financial statements.

See accompanying notes to consolidated financial statements.

I-76

Culp, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Culp, Inc. and its majority-owned subsidiaries (the “company”) include all adjustments that are, in the opinion of management, necessary for fair presentation of the results of operations and financial position. All these adjustments are of a normal recurring nature. Results of operations for interim periods may not be indicative of future results. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements that are included in the company’s annual report on Form 10-K filed with the Securities and Exchange Commission on July 1412, ~~2023~~2024, for the fiscal year ended April 3028, ~~2023~~2024.

The company’'s ~~nine~~three-months ended ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, each represent 3913-week periods.

2. Significant Accounting Policies

As of ~~January~~July 28, 2024, there were no changes in the nature of our significant accounting policies or the application of those policies from those reported in our annual report on Form 10-K for the year then ended April 3028, ~~2023~~2024.

Recently Adopted Accounting Pronouncements

There were no recently adopted accounting pronouncements during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025.

Recently Issued Accounting Pronouncements

Effective November 27, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07 Improvements to Reportable Segment Disclosures which enhances disclosure requirements to segment reporting including (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) that are included within each measure of segment profit or loss, (ii) other segment items by reportable segment as defined by ASU 2023-07, and (iii) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of each segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for public entities starting in annual periods beginning after December 15, 2023 (i.e., our fiscal 2025 annual report) and interim periods beginning after December 15, 2024 (i.e., first quarter of fiscal 2026 interim report). ~~Management~~The iscompany ~~currently~~expects ~~evaluating~~that the ~~effects~~adoption ASU 2023-07 will not have an impact on our results of operations and financial condition, but will have a material impact on the disclosures required in the notes to the consolidated financial statements, which are disclosed in Note 13.

Effective December 14, 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures, which is an update to Topic 740, Income Taxes. The amendments in this update relate to improvements regarding the transparency of income tax disclosures by requiring consistent categories and greater disaggregation by jurisdiction of information included in the effective income tax rate ~~rate~~ reconciliation and for income taxes paid. Also, the amendments allow investors to better assess an entity's (i) capital allocation decisions, (ii) worldwide operations, and (iii) related tax risks, tax planning, and operational opportunities that affect the effective income tax rate and prospects for future cash flows. The other amendments in this update improve the effectiveness and comparability of disclosures relating to pretax income (or loss) and income tax expense (or benefit) and remove disclosures that are no longer considered cost beneficial or relevant. ASU 2023-09 is effective for public entities starting in annual periods beginning after December 15, 2024 (i.e., our fiscal 2026 annual report). Early adoption is permitted. The company expects that the adoption ASU 2023-09 will not have an impact on our results of operations and financial condition, but will have a material impact on the disclosures required in the notes to the consolidated financial statements, which are disclosed in Note 14.

Currently, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements.

I-7

3. Allowance for Doubtful Accounts

A summary of the activity in the allowance for doubtful accounts follows:

	Nine Months Ended
	Three months ended
(dollars in thousands)	~~January~~July 28, 2024			~~January~~July 2930, 2023
Beginning balance	$	~~342~~356		$	~~292~~342
Provision for bad debts		~~349~~57			33129
Write-offs, net of recoveries		~~(30~~—	)		(7230	)
Ending balance	$	~~661~~413		$	~~253~~441

IDuring the three-8month periods ended July 28, 2024, and July 30, 2023, we assessed the credit risk of our customers within our accounts receivable portfolio. Our risk assessment includes the respective customers’ (i) financial position; (ii) past payment history; (iii) management’s general ability; and (iv) historical loss experience; as well as (v) any other ongoing economic conditions. After our risk assessment was completed, we assigned credit grades to our customers, which in turn, were used to determine our allowance for doubtful accounts totaling $413,000 and $441,000 as of July 28, 2024, and July 30, 2023, respectively.

During the nine-month periods ended January 28, 2024, and January 29, 2023, we assessed the credit risk of our customers within our accounts receivable portfolio. Our risk assessment includes the respective customers’ (i) financial position; (ii) past payment history; (iii) management’s general ability; and (iv) historical loss experience; as well as (v) any other ongoing economic conditions. After our risk assessment was completed, we assigned credit grades to our customers, which in turn, were used to determine our allowance for doubtful accounts totaling $661,000 and $253,000 as of January 28, 2024, and January 29, 2023, respectively.

4. Revenue from Contracts with Customers

Nature of Performance Obligations

Our operations are classified into two business segments: mattress fabrics and upholstery fabrics. The mattress fabrics segment manufactures, sources, and sells fabrics and mattress covers primarily to bedding manufacturers. The upholstery fabrics segment develops, ~~manufactures~~sources, ~~sources~~manufactures, and sells fabrics primarily to residential, commercial, and ~~commercial~~hospitality furniture manufacturers. In addition, the upholstery fabrics segment includes Read Window Products LLC (“Read”), which provides window treatments and sourcing of upholstery fabrics and other products, as well as measuring and installation services for Read’s products, to customers in the hospitality and commercial industries. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows.

Our primary performance obligations include the sale of mattress fabrics and upholstery fabrics, as well as the performance of customized fabrication and installation services for Read’s products associated with window treatments.

Contract Assets & Liabilities

Certain contracts, primarily those for customized fabrication and installation services associated with Read, require ~~upfront~~payments in advance in the form of customer deposits that result in a contract liability which is recorded in the Consolidated Balance Sheets as deferred revenue. If payments in advance are not required, customers may be granted terms which generally range from 15-60 days. Our terms are customary within the industries in which we operate and are not considered financing arrangements. There were no contract assets recognized as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, or April 3028, ~~2023~~2024.

A summary of the activity associated with deferred revenue follows:

	Nine months ended
	Three months ended
(dollars in thousands)	~~January~~July 28, 2024			~~January~~July 2930, 2023
Beginning balance	$	1,~~192~~495		$	~~520~~1,192
Revenue recognized on contract liabilities		(~~2,893~~781	)		(31,~~496~~087	)
Payments received for services not yet rendered		~~3,499~~886			~~4,406~~921
Ending balance	$	1,~~798~~600		$	1,~~430~~026

Disaggregation of Revenue

The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the three-month period ending ~~January~~July 28, 2024:

Mattress

Upholstery

(dollars in thousands)

Fabrics

Total

Products transferred at a point in time

3028,~~021~~076

2825,~~604~~465

5853,~~625~~541

Services transferred over time

—

12,~~793~~996

Total Net Sales

3028,~~021~~076

3028,~~397~~461

6056,~~418~~537

~~The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the three~~I-~~month period ending January 29, 2023:~~8

	Mattress		Upholstery
(dollars in thousands)	Fabrics		Fabrics		Total
Products transferred at a point in time	$	24,697	$	25,575	$	50,272
Services transferred over time		—		2,251		2,251
Total Net Sales	$	24,697	$	27,826	$	52,523

The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the three-month period ending July 30, 2023:

I-9


	Mattress		Upholstery
(dollars in thousands)	Fabrics		Fabrics		Total
Products transferred at a point in time	$	29,222	$	24,774	$	53,996
Services transferred over time		—		2,666		2,666
Total Net Sales	$	29,222	$	27,440	$	56,662

The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the nine-month period ending January 28, 2024:

	Mattress		Upholstery
(dollars in thousands)	Fabrics		Fabrics		Total
Products transferred at a point in time	$	90,619	$	77,572	$	168,191
Services transferred over time		—		7,613		7,613
Total Net Sales	$	90,619	$	85,185	$	175,804

The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the nine-month period ending January 29, 2023:

	Mattress		Upholstery
(dollars in thousands)	Fabrics		Fabrics		Total
Products transferred at a point in time	$	80,299	$	86,981	$	167,280
Services transferred over time		—		6,228		6,228
Total Net Sales	$	80,299	$	93,209	$	173,508

5. Inventories

Inventories are carried at the lower of cost or net realizable value. Cost is determined using the FIFO (first-in, first-out) method.

A summary of inventories follows:

(dollars in thousands)

~~January~~July 28, 2024

~~January~~July 2930, 2023

April 3028,~~2023~~ 2024

Raw materials

87,~~214~~076

98,~~623~~408

76,~~908~~214

Work-in-process

21,~~388~~876

32,~~164~~430

21,~~602~~854

Finished goods

3632,~~275~~716

3432,~~840~~979

3436,~~570~~775

4641,~~877~~668

4743,~~627~~817

4544,~~080~~843

Measurement of Inventory to Net Realizable Value

We recorded a non-cash inventory (credit) ~~charge~~ of $~~(2.0) million and $6.3 million for the nine months ended January 28~~268,000 ~~2024, and January 29, 2023, respectively. The non-cash inventory credit of $(2.0) million~~ for the ~~nine~~three months ended ~~January~~July 28, 2024, ~~represents a credit of $(2.0) million~~ related to adjustments made to our inventory ~~markdown~~markdowns reserve estimated based on our policy for aged inventory for both ~~our mattress and upholstery fabrics segments, partially offset by a charge of $40,000 which represents markdowns of inventory related to~~ the discontinuance of production of cut and sewn upholstery kits at our facility in Ouanaminthe, Haiti. The non-cash inventory charge of $6.3 million for the nine months ended January 29, 2023, represented a $2.9 million charge for the write down of inventory to its net realizable value associated with our mattress ~~fabrics segment, a $3.3 million charge related to markdowns of inventory estimated based on our policy for aged inventory for both our mattress~~ and upholstery fabrics segments~~, and a $98,000 charge related to the loss on disposal and markdowns of inventory related to the exit of our cut and sew upholstery fabrics operation located in Shanghai, China~~. Of the $(2.0) million non-cash inventory credit for the first nine months of fiscal 2024, $(1.9) million and $(163,000) pertained to our mattress fabrics and upholstery fabrics segments, respectively. Of the $6.3 million non-cash inventory charge for the first nine months of fiscal 2023, $3.9 million and $2.4 million pertained to our mattress fabrics and upholstery fabrics segments, respectively.

~~Mattress~~We ~~Fabrics~~recorded ~~Segment~~a non-cash ~~Net~~inventory ~~Realizable~~credit ~~Value~~of $717,000 for the three months ended July 30, 2023, representing an $896,000 credit related to adjustments made to our inventory markdowns reserve estimated based on our policy for aged inventory for both our operating segments, partially offset by a charge of $179,000 for markdowns of inventory related to the exit of our cut and sew upholstery fabrics operation located in Ouanaminthe, Haiti.

During the second quarter of fiscal 2023, our mattress fabrics segment experienced a 35.8% decline in net sales compared with the second quarter of fiscal 2022. This decline in net sales led to a significant decrease in gross margin to (8.7%) (excluding a non-cash inventory charge of $3.8 million recorded during the second quarter of fiscal 2023), as compared with gross margin of 15.0% during the second quarter of fiscal 2022. The significant decline in net sales and profitability during the second quarter of fiscal 2023 stemmed from a greater than anticipated decline in consumer discretionary spending on mattress products, which we believe was driven by the following factors: (i) inflationary effects of commodities such as gas, food, and other necessities; (ii) a significant increase in interest rates; (iii) the pulling forward of demand for home goods products during the early years of the COVID-19

I-10

pandemic, which demand then shifted to travel, leisure, and other services; and (iv) excess inventory held by customers due to the decline in consumer demand. Based on this evidence, management conducted a thorough review of its mattress fabrics inventory and, as a result, recorded a charge of $2.9 million within cost of sales to write down inventory to its net realizable value. This $2.9 million charge was based on management's best estimates of product sales prices, customer demand trends, and its plans to transition to new products.

Assessment

As of ~~January~~July 28, 2024, we reviewed our mattress fabrics and upholstery fabrics inventories to determine if any additional write-downs, in excess of the amount recorded based on our policy for aged inventory, were necessary. Based on our assessment, no additional write-downs of inventories to their net realizable value were recorded for the three months ~~and nine months~~ ended ~~January~~July 28, 2024, other than the markdowns of inventory associated with our ~~upholstery fabrics segment~~ restructuring ~~activity~~activities described ~~more fully~~ in Note 9 of the consolidated financial statements.

Based on the current unfavorable macroeconomic conditions, it is possible that estimates used by management to determine the write down of inventory to its net realizable value could be materially different from the actual amounts or our results. These differences could result in higher than expected ~~markdowns of~~ inventory provisions, which could adversely affect the company’s results of operations and financial condition in the near term.

6. Intangible Assets

A summary of intangible assets follows:

(dollars in thousands)

~~January~~July 28, 2024

~~January~~July 2930, 2023

April 3028,~~2023~~ 2024

Tradename

540

Customer relationships, net

~~1,110~~960

1,~~411~~260

1,~~335~~035

Non-compete agreement, net

~~320~~282

~~395~~358

~~377~~301

1,~~970~~782

2,~~346~~158

21,~~252~~876

I-9

Tradename

Our tradename pertains to Read, a separate reporting unit within the upholstery fabrics segment. This tradename was determined to have an indefinite useful life at the time of its acquisition, and therefore is not being amortized. However, we are required to assess this tradename annually or between annual tests if we believe indicators of impairment exist. Based on our assessment as of ~~January~~July 28, 2024, no indicators of impairment existed, and therefore we did not record any asset impairment charges associated with our tradename ~~through~~during the ~~third~~first quarter of fiscal ~~2024~~2025.

Customer Relationships

A summary of the change in the carrying amount of our customer relationships follows:

	Nine months ended
	Three months ended
(dollars in thousands)	~~January~~July 28, 2024			~~January~~July 2930, 2023
Beginning balance	$	1,~~335~~035		$	1,~~636~~335
Amortization expense		(~~225~~75	)		(~~225~~75	)
Ending balance	$	~~1,110~~960		$	1,~~411~~260

Our customer relationships are amortized on a straight-line basis over useful lives ranging from nine to seventeen years.

The gross carrying amount of our customer relationships was $3.1 million as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, respectively. Accumulated amortization for these customer relationships was $2.01 million, $1.79 million, and $12.81 million as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, respectively.

The remaining amortization expense for the next five fiscal years and thereafter are as follows: FY ~~2024~~2025 - $76226,000; FY ~~2025~~2026 - $301,000; FY ~~2026~~2027 - $~~301~~280,000; FY ~~2027~~2028 - $~~278~~51,000; FY ~~2028~~2029 - $5251,000; and thereafter - $~~102~~51,000.

The weighted average amortization period for our customer relationships was 43.16 years as of ~~January~~July 28, 2024.

I-11

Non-Compete Agreement

A summary of the change in the carrying amount of our non-compete agreement follows:

	Nine months ended
	Three months ended
(dollars in thousands)	~~January~~July 28, 2024			~~January~~July 2930, 2023
Beginning balance	$	~~377~~301		$	~~452~~377
Amortization expense		(5719	)		(5719	)
Ending balance	$	~~320~~282		$	~~395~~358

Our non-compete agreement is associated with a prior acquisition by our mattress fabrics segment and is amortized on a straight-line basis over the fifteen-year life of the agreement.

The gross carrying amount of our non-compete agreement was $2.0 million as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, respectively. Accumulated amortization for our non-compete agreement was $1.78 million, $1.67 million, and $1.67 million as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, respectively.

The remaining amortization expense for the next five years and thereafter follows: FY ~~2024 - $19,000; FY~~ 2025 - $7657,000; FY 2026 - $76,000; FY 2027 - $76,000; FY 2028 - $73,000.

The weighted average amortization period for the non-compete agreement was 4.3.8 years as of ~~January~~July 28, 2024.

Impairment of Definite Lived Assets - Mattress Fabrics Segment

As of ~~January~~July 28, 2024, management reviewed the long-lived assets associated with our mattress fabrics segment, which consisted of property, plant, and equipment, right of use assets, and ~~finite~~definite-lived intangible assets (collectively known as the "Mattress Asset Group"), for impairment, as events and changes in circumstances occurred that indicated the carrying amount of the Mattress Asset Group may not be recoverable. The mattress fabrics segment experienced a significant cumulative operating loss totaling $1928.78 million commencing in the second quarter of fiscal 2023, and continuing through the ~~third~~first quarter of fiscal ~~2024~~2025. We believe ~~the~~this significant ~~decline~~cumulative inoperating ~~profitability~~loss ~~for the mattress fabrics segment~~ stemmed from a decline in consumer discretionary spending on mattress products, which we believe was driven by the following factors: (i) inflationary effects of commodities such as gas, food, and other necessities; (ii) a significant increase in interest rates; (iii) the pulling forward of demand for home goods products during the early years of the COVID-19 pandemic, which demand has now shifted to travel, leisure, and other services; and (iv) excess inventory held by customers due to the decline in consumer demand.

Based on the above evidence, we were required to determine the recoverability of the Mattress Asset Group, which is classified as held and used, by comparing the carrying amount of the Mattress Asset Group to the sum of the future undiscounted cash flows expected to result from its use and eventual disposition. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the excess of the carrying amount over the sum of the undiscounted future cash flows of the asset group. The carrying amount of the Mattress Asset Group totaled $34.7 million, which relates to property, plant, and equipment of $32.3 million, right of use assets of $1.8 million, customer relationships of $319,000, and a nonI-compete agreement of $320,000. The total carrying amount of the Mattress Asset Group did not exceed the sum of its future undiscounted cash flows from its use and disposition. As a result, we determined no impairment associated with the Mattress Asset Group existed as of January 28, 2024. 10

believe was driven by the following factors: (i) inflationary effects of commodities such as gas, food, and other necessities; (ii) a significant increase in interest rates; (iii) the pulling forward of demand for home goods products during the early years of the COVID-19 pandemic, which demand has now shifted to travel, leisure, and other services; and (iv) excess inventory held by customers due to the decline in consumer demand.

Based on the above evidence, we were required to determine the recoverability of the Mattress Asset Group, which is classified as held and used, by comparing the carrying amount of the Mattress Asset Group to the sum of the future undiscounted cash flows expected to result from its use and eventual disposition. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the excess of the carrying amount over the fair value of the asset group. The carrying amount of the Mattress Asset Group totaled $30.0 million, which represents property, plant, and equipment of $28.8 million, right of use assets of $568,000, customer relationships of $294,000, and a non-compete agreement of $282,000. The total carrying amount of the Mattress Asset Group did not exceed the sum of its future undiscounted cash flows from its use and disposition. As a result, we determined there was no impairment associated with the Mattress Asset Group as of July 28, 2024.

7. Note Receivable

In connection with the restructuring activity of our upholstery fabrics cut and sew operation located in Ouanaminthe, Haiti, effective January 24, 2023, Culp Upholstery Fabrics Haiti, Ltd. (“CUF Haiti”) entered into an agreement to terminate a lease of a facility (“Termination Agreement”). See Note 9 of the consolidated financial statements for further details regarding this restructuring activity.

Pursuant to the terms of the original lease agreement (the “Original Lease”), CUF Haiti was required to pay in advance $2.8 million for the full amount of rent due prior to the commencement of the Original Lease, ~~with~~and the initial lease term was set to expire on December 31, 2029. Pursuant to the terms of the Termination Agreement, the Original Lease was formally terminated when CUF Haiti vacated and returned possession of the leased facility to the lessor. After CUF Haiti vacated and returned possession of the leased facility, a third party (the “Lessee”) took possession of this facility, and the Lessee agreed to pay CUF Haiti $2.4 million in the form of a note receivable over a period commencing on April 1, 2023, and ending on December 31, 2029, based on the terms stated in the Termination Agreement. In connection with Termination Agreement, an affiliate of the Lessee has guaranteed payment in full of all amounts due and payable to CUF Haiti by the Lessee, and CUF Haiti has been fully and unconditionally discharged from all of its remaining obligations under the Original Lease.

~~I-12~~As of the end of our third quarter of fiscal 2023, the carrying amount of the note receivable totaling $2.4 million was recorded at its fair value of $2.0 million, which represented the present value of future discounted cash flows based on the payment amounts and timing of such payments due from the Lessee as stated in the Termination Agreement. We used an interest rate of 6% to determine the present value of the future discounted cash flows, based on significant unobservable inputs and assumptions determined by management such as (i) the credit characteristics of the Lessee and guarantor of the Termination Agreement; (ii) the length of the payment terms as defined in the Termination Agreement; (iii) the payment terms as defined in the Termination Agreement being denominated in USD; and (iv) the fact that the facility is located in, and the Lessee and guarantor conduct business in, Haiti, a foreign country. Since management used significant unobservable inputs and assumptions to determine the fair value of this note receivable, this note receivable was classified as Level 3 within the fair value hierarchy (see Note 11 for further explanation of the fair value hierarchy).

inEffective ~~full~~May of1, ~~all amounts due and payable to CUF Haiti by the Lessee~~2024, ~~and~~ CUF Haiti ~~has~~formally ~~been~~assigned ~~fully~~the ~~and~~$2.4 ~~unconditionally~~million ~~discharged~~note ~~from~~receivable ~~all~~to ofCulp, ~~its~~Inc ~~remaining~~(US. ~~obligations under the Original Lease~~Parent).

AsThe offollowing ~~the~~table ~~end~~represents ~~of our third quarter of fiscal 2023,~~ the ~~gross~~remaining ~~carrying amount of the note receivable totaling $2.4 million was recorded at its fair value of $2.0 million, which represented the present value of~~ future ~~discounted~~principal ~~cash flows based on the payment amounts and timing of such~~ payments ~~due from the Lessee~~ as ~~stated in the Termination Agreement. Consequently, since the fair value~~ of ~~the~~July ~~note receivable was less than its carrying amount~~28, we2024: ~~recorded a restructuring charge of $434,000 during the third quarter of fiscal 2023 to reduce the note receivable’s carrying amount to its reported fair value.~~

We used an interest rate of 6.0% to determine the present value of the future discounted cash flows, which was based on significant unobservable inputs and assumptions determined by management such as (i) the credit characteristics of the Lessee and guarantor of the Termination Agreement; (ii) the length of the payment terms as defined in the Termination Agreement; (iii) the payment terms as defined in the Termination Agreement being denominated in USD; and (iv) the fact that the facility is located in, and the Lessee and guarantor conduct business in, Haiti, a foreign country. Since management used significant unobservable inputs and assumptions to determine the fair value of this note receivable, this note receivable was classified as Level 3 within the fair value hierarchy (see Note 11 for further explanation of the fair value hierarchy).


(dollars in thousands)
2025	$	270
2026		360
2027		360
2028		360
2029		360
Thereafter		240
Undiscounted value of note receivable	$	1,950
Less: unearned interest income		(288	)
Present value of note receivable	$	1,662

~~The following table represents the remaining future principal payments as of January 28, 2024:~~ I-11

(dollars in thousands)
2024	$	90
2025		360
2026		360
2027		360
2028		360
Thereafter		600
Undiscounted value of note receivable	$	2,130
Less: unearned interest income		(340	)
Present value of note receivable	$	1,790

As of July 28, 2024, note receivable totaled $1.7 million, of which $268,000 and $1.4 million were classified as short-term note receivable and long-term note receivable, respectively. As of July 30, 2023, note receivable totaled $1.9 million, of which $252,000 and $1.7 million were classified as short-term note receivable and long-term note receivable, respectively. As of April 28, 2024, note receivable totaled $1.7 million, of which $264,000 and $1.5 million were classified as short-term note receivable and long-term note receivable, respectively.

AsWe ofclassified ~~January~~amortization ~~28,~~of ~~2024,~~unearned weinterest ~~believe~~income ~~there~~totaling is$26,000 noand ~~expected~~$29,000 ~~credit~~within ~~loss~~interest ~~related~~income toon ~~the collectibility of~~ our ~~note~~consolidated ~~receivable,~~statements asof ~~the~~net ~~Lessee~~loss ~~has~~during ~~made all required principal payments stated in~~ the ~~Termination~~three-month ~~Agreement.~~periods Weending ~~will~~July ~~continue~~28, to2024, ~~evaluate the facts~~ and ~~circumstances~~July at30, ~~the~~2023, ~~end of each reporting period to determine if an expected credit loss is deemed necessary~~respectively.

As of July 28, 2024, we believe there is no expected credit loss related to the collectibility of our note receivable, as the Lessee has made all of the required principal payments stated in the Termination Agreement. We will continue to evaluate the facts and circumstances at the end of each reporting period to determine if an expected credit loss is deemed necessary.

8. Accrued Expenses

A summary of accrued expenses follows:

(dollars in thousands)

~~January~~July 28, 2024

~~January~~July 2930, 2023

April 3028,~~2023~~ 2024

Compensation, commissions and related benefits

3,~~771~~310

3,~~571~~375

54,~~800~~204

Other accrued expenses

32,~~529~~787

3,~~130~~240

2,~~733~~522

76,~~300~~097

6,~~701~~615

86,~~533~~726

9. ~~Upholstery Fabrics Segment~~ Restructuring Activities

~~Ouanaminthe~~Mattress Fabrics Segment, ~~Haiti~~Upholstery Fabrics Segment, and Unallocated Corporate

~~During~~Fiscal ~~the~~2025 ~~third~~Restructuring quarter of fiscal 2023, CUF Haiti entered into an agreement to terminate a lease associated with a facility located in Ouanaminthe, Haiti and, in turn, moved the production of upholstery cut and sewn kits to an existing facility leased by Culp Home Fashions Haiti, Ltd. (“CHF Haiti”) during the fourth quarter of fiscal 2023. Both CUF Haiti and CHF Haiti are indirect wholly-owned subsidiaries of the company. During the first quarter of fiscal 2024, demand for upholstery cut and sewn kits Plan

On April 29, 2024 (first quarter of fiscal 2025), our board of directors made a decision to (1) consolidate the company's North American mattress fabrics operations, including a gradual discontinuation of operations and sale of the company's manufacturing facility located in Quebec, Canada; (2) move a portion of the knitting and finishing capacity from the company's manufacturing facility located in Quebec, Canada to the company's manufacturing facility located in Stokesdale, NC; (3) transition the mattress fabrics segment's weaving operation to a strategic sourcing model through the company's long standing supply partners; (4) consolidate the company's two leased facilities related to the sewn mattress cover operation located in Ouanaminthe, Haiti, and reduce other operating expenses at this location; as well as (5) reduce unallocated corporate expenses and shared service expenses.

We expect the gradual discontinuance of operations and the closure of the facility located in Quebec, Canada will be completed by December 31, 2024. The consolidation activity associated with the sewn mattress cover operation located in Haiti was completed during the first quarter of fiscal 2025. During fiscal 2025, these actions are expected to result in restructuring and restructuring related charges of approximately $5.1 million, of which approximately $3.0 million is expected to be cash expenditures. The $5.1 million of estimated restructuring and restructuring related charges represents approximately $5.0 million and $118,000 associated with the mattress fabrics and upholstery fabrics segments, respectively.

The $5.0 million of estimated restructuring and restructuring related charges associated with our mattress fabrics segment represents (i) other associated costs of $1.7 million mostly related to relocating equipment from our facility in Quebec, Canada to our facility in Stokesdale, NC, (ii) additional depreciation expense related to the shortening of useful lives of equipment associated with the gradual discontinuance of our operations located in Canada noted above totaling $1.4 million, (ii) employee termination benefits of $1.2 million, (iii) lease termination costs of $531,000, (iv) writedowns and other inventory related adjustments of $116,000, (v) impairment charges and losses on the disposal of equipment totaling $95,000. These restructuring and restructuring related charges exclude any expected gain on the sale of real estate associated with the closure of the Canadian facility, the amount of which is currently undetermined but which will ultimately reduce the amount of the restructuring charges incurred. Based on management's internal analysis we expect cash proceeds from the sale of real estate (net of all taxes and commissions) to exceed the amount of restructuring charges incurred.

I-12

Based on changes in business and current industry economic conditions, it is possible that the above estimates provided by management to determine restructuring and restructuring related charges incurred during fiscal 2025, and proceeds generated from the sale of the manufacturing facility located in Quebec, Canada, could be materially different from our actual results, and therefore could adversely affect the success of this restructuring plan.

The following summarizes accrued restructuring costs for the three-month period ending July 28, 2024:


	Employee			Other
	Termination			Associated
(dollars in thousands)	Benefits			Costs			Total
Beginning balance	$	—		$	—		$	—
Expenses incurred		689			288			977
Change in estimate adjustments		—			—			—
Payments		(72	)		(276	)		(348	)
Foreign currency exchange remeasurement		(7	)		—			(7	)
Ending balance	$	610		$	12		$	622

The following summarizes the restructuring and restructuring related charges for the three-month period ending July 28, 2024:


	Three Months Ended
(dollars in thousands)	July 28, 2024
Additional depreciation expense for shortened useful lives of equipment	$	875
Employee termination benefits		689
Lease termination costs		670
Other Associated Costs		288
Loss on disposal and markdowns of inventory		116
Impairment and loss on disposal of equipment		95
Restructuring expense and restructuring related charges (1)	$	2,733

(1) Of the total $2.7 million restructuring and restructuring related charges, $2.6 million and $116,000 were classified within restructuring expense and cost of sales, respectively, in the Consolidated Statement of Net Loss for the three-month period ending July 28, 2024. Of the total $2.7 million, $2.6 million and $118,000 relate to the mattress fabrics and upholstery fabrics segments, respectively.

A summary of assets held for sale as of July 28, 2024 follows:



(dollars in thousands)	July 28, 2024
Equipment (1)	$	357
Right of use asset (2)		250
Ending Balance	$	607

(1) In connection with the Fiscal 2025 Restructuring Plan noted above, equipment with a carrying value totaling $357,000 was classified as held for sale as of July 28, 2024. We determined that the fair value of this equipment exceeded its carrying value based on quoted market prices from dealers of this type of equipment. Therefore, no impairment charge was recorded during the first quarter of fiscal 2025. The carrying value of these assets held for sale are presented in the first quarter fiscal 2025 Consolidated Balance Sheet are are no longer being depreciated.

(2) In connection with the Fiscal 2025 Restructuring Plan noted above, we entered into an agreement ("Termination Agreement") on August 2, 2024, to terminate a lease of a plant facility ("Right of Use Asset") located in Ouanaminthe, Haiti. Accordingly, as of July 28, 2024, we classified this Right of Use Asset as held for sale at its fair value of $250,000, which was lower than its carrying value totaling $656,000. Consequently, we recorded an impairment charge of $406,000 reflected as lease termination costs in the table above, that was classified within restructuring expense in our Consolidated Statement of Net Loss for the three-month period ending July 28, 2024. The fair value of this Right of Use Asset represents the amount due from the Lessor totaling $250,000, which is the amount stated in the Termination Agreement, and is expected to be paid no later than February 28, 2025. We believe the fair value amount of $250,000 as stated in the Termination Agreement, represents a significant observable input, and therefore this Right of Use Asset was classified as level two within the fair value hierarchy (see Note 11 for criteria for the classifications within the fair value hierarchy).

I-13

~~declined~~Upholstery ~~more~~Fabrics ~~than previously anticipated, resulting in the strategic action to discontinue the production of upholstery cut and sew kits in Haiti.~~ Segment

Shanghai, China

~~During~~Upholstery ~~the~~Fabrics ~~second~~Finishing quarter of fiscal 2023, we closed our cut and sew upholstery fabrics operation located in Shanghai, China, which included the termination of an agreement to lease a building. This strategic action, along with the further use of our Asian supply chain, was taken in order to adjust our operating costs to better align with the declining customer demand for cut and sewn products. Operation

~~The~~During ~~following~~the ~~summarizes~~fourth quarter of fiscal 2024, we closed our ~~restructuring~~upholstery ~~expense~~fabrics ~~and~~finishing ~~restructuring~~operation ~~related~~to ~~charges~~align ~~from~~with ~~both~~current demand trends and will continue to leverage our strategic supply relationships to meet customer finishing needs in China. This restructuring ~~activities~~activity ~~noted~~was ~~above~~completed ~~for~~during the ~~nine~~first ~~months~~quarter ~~ending January~~of ~~28,~~fiscal ~~2024,~~2025 and ~~January~~resulted ~~29,~~in ~~2023:~~cumulative restructuring and restructuring related charges totaling $218,000.

	Nine Months Ended		Nine Months Ended
	January 28, 2024		January 29, 2023
Lease termination costs	$	—	$	481
Employee termination benefits		103		468
Impairment loss - leasehold improvements and equipment		329		357
Loss on disposal and markdowns of inventory		40		98
Other associated costs		—		20
Restructuring expense and restructuring related charges (1) (2)	$	472	$	1,424

The following summarizes the activity in accrued restructuring costs for the three-month period ending July 28, 2024:

(1) Of the total $472,000, $432,000 and $40,000 were recorded within restructuring expense and cost of sales, respectively, in the Consolidated Statement of Net Loss for the nine-month period ending January 28, 2024.


(dollars in thousands)	Total
Beginning balance (1)	$	3
Expenses incurred (2)		14
Payments		(6	)
Ending balance (3)	$	11

(21) OfAccrued ~~the~~restructuring ~~total~~expense ~~$1.4~~of ~~million,~~ $1.3 ~~million and $98~~,000 ~~were~~was ~~recorded~~reported within ~~restructuring~~accrued ~~expense~~expenses ~~and cost of sales, respectively,~~ in the Consolidated ~~Statement~~Balance ofSheet ~~Net Loss~~ for the ~~nine-month~~ period ending ~~January~~April 2928, ~~2023~~2024.

~~The~~(2) ~~restructuring~~Expenses activity related to the discontinuation of production of upholstery cut and sewn kits located in Haiti was mostly completed as of January 28, 2024. As a result of our strategic decision to discontinue this production, we incurred arepresents ~~cumulative~~other ~~charge~~associated ~~of $1~~costs.~~3 million in restructuring expense and restructuring related charges from this start of the restructuring activity during the third quarter of fiscal 2023 through January 28, 2024.~~

~~The~~(3) Accrued restructuring ~~activity~~expense ~~related to the closure~~ of ~~our~~$11,000 ~~cut~~was ~~and~~reported ~~sew~~within ~~upholstery~~accrued ~~fabrics~~restructuring ~~operation located~~ in ~~China was completed during~~ the ~~third~~Consolidated ~~quarter~~Balance ofSheet ~~fiscal~~for ~~2023,~~the ~~and~~period ~~this~~ending ~~restructuring~~July ~~activity incurred a cumulative charge of $713~~28,~~000~~ ~~in restructuring expense and restructuring related charges~~2024.

~~The following summarizes the activity in accrued restructuring costs for both our restructuring activities for the nine-month period ending January 28~~Ouanaminthe, ~~2024:~~Haiti

	Employee
	Termination
(dollars in thousands)	Benefits			Total
Beginning balance	$	—		$	—
Expenses incurred		103			103
Payments		(103	)		(103	)
Ending balance	$	—		$	—

Cut and Sew Upholstery Fabrics Operation

~~The~~During ~~following~~the ~~summarizes~~third ~~the~~quarter ~~activity~~of fiscal 2023, Culp Upholstery Fabrics Haiti, Ltd. ("CUF Haiti") entered into an agreement to terminate a lease associated with a facility, and in ~~accrued~~turn ~~restructuring~~moved ~~costs~~the ~~for~~production ~~both~~of ~~our~~upholstery ~~restructuring~~cut ~~activities~~and ~~for~~sewn kits to an existing facility leased by Culp Home Fashions Haiti, Ltd. ("CHF Haiti") during the ~~nine~~fourth quarter of fiscal 2023. Both CUF Haiti and CHF Haiti are indirectly wholly-~~month~~owned ~~period~~subsidiaries ~~ending~~of ~~January~~the 29company. During the first quarter of fiscal 2024, ~~2023:~~demand for upholstery cut and sewn kits declined more than previously anticipated, resulting in the strategic action to discontinue the production of upholstery cut and sew kits in Haiti.

	Employee			Lease			Other
	Termination			Termination			Associated
(dollars in thousands)	Benefits			Costs			Costs			Total
Beginning balance	$	—		$	—		$	—		$	—
Accrual established in fiscal 2023		468			47			—			515
Expenses incurred		—			—			20			20
Payments		(468	)		(47	)		(20	)		(535	)
Ending balance	$	—		$	—		$	—		$	—

The following summarizes our restructuring expense and restructuring related charges for the three months ending July 30, 2023:

I-14


	Three Months Ended
(dollars in thousands)	July 30, 2023
Employee termination benefits	$	101
Impairment loss - equipment		237
Loss on disposal and markdowns of inventory		179
Restructuring expense and restructuring related charges (1)	$	517

(1) Of the total $517,000, $338,000 and $179,000 were recorded within restructuring expense and cost of sales, respectively, in the Consolidated Statement of Net Loss for the three-month period ending July 30, 2023.

This restructuring activity was completed during the third quarter of fiscal 2024 and resulted in a cumulative restructuring and restructuring related charges of $1.3 million.

10. Lines of Credit

Revolving Credit Agreement – United States

On January 19, 2023, Culp, Inc., as borrower (the “company”), and Read, as guarantor (the “Guarantor”), entered into a Second Amended and Restated Credit Agreement (the “ABL Credit Agreement”), by and among the company, the Guarantor and Wells Fargo Bank, National Association, as the lender (the “Lender”), to establish an assetI-based revolving credit facility (the “ABL Facility”). The proceeds from the ABL Facility may be used to pay fees and expenses related to the ABL Facility and will provide funding for ongoing working capital and general corporate purposes. The ABL Credit Agreement amends, restates and supersedes, and serves as a replacement for, the Amended and Restated Credit Agreement (the “Amended Agreement”), dated as of June 24, 2022, and the First Amendment to the Amended Agreement dated as of August 19, 2022, as amended, by and between the company and the Lender.14

Culp, Inc., as borrower (the “borrower”), and Read, the guarantor (the “Guarantor”), entered into an agreement (the "ABL Credit Agreement") by and among the borrower, the Guarantor and Wells Fargo Bank, National Association, as the lender (the “Lender”), to establish an asset-based revolving credit facility (the “ABL Facility”). The proceeds from the ABL Facility may be used to pay fees and expenses related to the ABL Facility and will provide funding for ongoing working capital and general corporate purposes.

The ABL Facility may be used for revolving credit loans and letters of credit from time to time up to a maximum principal amount of $35.0 million, subject to the limitations described below. The ABL Facility contains a sub-facility that allows the company to issue letters of credit in an aggregate amount not to exceed $1 million. The amount available under the ABL Facility is limited by a borrowing base consisting of certain eligible accounts receivable and inventory, reduced by specified reserves, as follows:

•

85% of eligible accounts receivable, plus

•

the least of:

the sum of:

▪

lesser of (i) 65% of eligible inventory valued at cost based on a first-in first-out basis (net of intercompany profits) and (ii) 85% of the net-orderly-liquidation value percentage of eligible inventory, plus

▪

the least of (i) 65% of eligible in-transit inventory valued at cost based on a first-in first-out basis (net of intercompany profits), (ii) 85% of the net-orderly-liquidation value percentage of eligible in-transit inventory, and (iii) $5.0 million, plus

▪

the lesser of (i) 65% of eligible raw material inventory valued at cost based on a first-in first-out basis (net of intercompany profits) and (ii) 85% of the net-orderly-liquidation value percentage of eligible raw material inventory

In each case, the net-orderly-liquidation value is calculated based on the lower of (i) a first-in first-out basis and (ii) market value, and is (A) net of intercompany profits, (B) net of write-ups and write-downs in value with respect to foreign currency exchange rates and (C) consistent with most recent appraisals received and acceptable to Lender.

$22.5 million; and

An amount equal to 200% of eligible accounts receivable,

minus

•

applicable reserves.

The ABL Facility permits both base rate borrowings and borrowings based upon daily simple SOFR (the secured overnight financing rate administered by the Federal Reserve Bank of New York (or its successor)). Borrowings under the ABL Facility bear interest at an annual rate equal to daily simple SOFR plus 150 basis points (if the average monthly excess availability under the ABL Facility is greater than 50%) or 175 basis points (if the average monthly excess availability under the ABL Facility is less than or equal to 50%) or 50 basis points above base rate (if the average monthly excess availability under the ABL Facility is greater than 50%) or 75 basis points above base rate (if the average monthly excess availability under the ABL Facility is less than or equal to 50%), as applicable, with a fee on unutilized commitments at an annual rate of 37.5 basis points and an annual servicing fee of $12,000.

I-15

The ABL Facility matures on January 19, 2026. The ABL Facility may be prepaid from time to time, in whole or in part, without a prepayment penalty or premium. In addition, customary mandatory prepayments of the loans under the ABL Facility are required upon the occurrence of certain events including, without limitation, outstanding borrowing exposures exceeding the borrowing base and certain dispositions of assets outside of the ordinary course of business. Accrued interest is payable monthly in arrears.

The ~~company~~borrower’s obligations under the ABL Facility (and certain related obligations) are ~~(a)~~ guaranteed by the Guarantor. In ~~and~~addition, ~~each~~the ofABL Credit Agreement requires that the ~~company’~~borrower's future domestic subsidiaries ~~is required to~~ guarantee the ABL Facility on a senior secured basis (such ~~guarantors~~future domestic subsidiaries, together with the Guarantor and the ~~company~~borrower, the “"Loan Parties”"). ~~and~~The ~~(b)~~borrower's ~~secured~~obligations byunder ~~all assets of~~ the ~~Loan~~ABL ~~Parties,~~Facility ~~subject~~are tosecured ~~certain~~by ~~exceptions. The~~first priority liens and other security interests ~~granted by the Loan Parties~~ on ~~the~~all ~~collateral~~assets ~~for the benefit~~ of the ~~Lender~~Loan ~~under the ABL Facility are~~Parties, subject to certain exceptions and permitted liens~~, first-priority~~.

Cash Dominion. Under the terms of the ABL Facility, if (i) an event of default has occurred or (ii) excess borrowing availability under the ABL Facility (based on the lesser of $35.0 million and the borrowing base) (the “Excess Availability”) falls below $7.0 million at such time, the Loan Parties will become subject to cash dominion, which will require prepayment of loans under the ABL Facility with the cash deposited in certain deposit accounts of the Loan Parties, including a concentration account, and will restrict the Loan Parties’ ability to transfer cash from their concentration account. Such cash dominion period (a “Dominion Period”) shall end when Excess Availability shall be equal to or greater than $7.0 million for a period of 60 consecutive days and no event of default is continuing.I-15

~~Financial~~Cash ~~Covenants~~Dominion. ~~The~~Under the terms of the ABL Facility, ~~contains~~if a(i) ~~springing~~an ~~covenant~~event ~~requiring~~of ~~that~~default ~~the~~has ~~company’s~~occurred ~~fixed~~or ~~charge~~(ii) ~~coverage~~excess ~~ratio~~borrowing beavailability nounder ~~less~~the ~~than~~ABL ~~1.10~~Facility to(based 1on the lesser of $35.000 ~~during~~million ~~any~~and ~~period~~the ~~that~~borrowing base) (ithe “Excess Availability”) anfalls ~~event~~below of$7.0 ~~default~~million, ~~has~~at ~~occurred~~such ortime, ~~(ii)~~the ~~Excess~~Loan ~~Availability~~Parties will become subject to cash dominion, which will require prepayment of loans under the ABL Facility ~~falls~~with ~~below~~the ~~$5.25~~cash ~~million~~deposited atin ~~such~~certain ~~time~~deposit accounts of the Loan Parties, including a concentration account, and will restrict the Loan Parties’ ability to transfer cash from their concentration account. Such ~~compliance~~cash dominion period (a “Dominion Period”) shall end when Excess Availability shall be equal to or greater than $57.250 million for a period of 60 consecutive days and no event of default is continuing.

Financial Covenants. The ABL Facility contains a springing covenant requiring that the company’s fixed charge coverage ratio be no less than 1.10 to 1.00 during any period that (i) an event of default has occurred or (ii) Excess Availability under the ABL Facility falls below $5.25 million. Such compliance period shall end when Excess Availability shall be equal to or greater than $5.25 million for a period of 60 consecutive days and no event of default is continuing.

Affirmative and Restrictive Covenants. The ABL Credit Agreement governing the ABL Facility contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications), and events of defaults, including covenants that limit the company’s ability to, among other things:

•

incur additional indebtedness;

•

make investments;

•

pay dividends and make other restricted payments;

•

sell certain assets;

•

create liens;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of the company’s assets; and

•

enter into transactions with affiliates.

Overall

~~Effective~~Interest ~~January~~is ~~19, 2023, interest was~~ charged ~~under the ABL Credit Agreement~~ at a rate (applicable interest rate of 6.8184%, 5and 6.8156%, and 6.3081% as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, respectively) calculated using the Applicable Margin over SOFR based on the ~~company’~~borrower's excess availability under the ABL Facility, as defined in the ABL Credit Agreement.

There were $535,000, $275,000, and $~~275~~535,000 of outstanding letters of credit provided by the ABL Credit Agreement as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, respectively. As of ~~January~~July 28, 2024, wethe borrower had $465,000 remaining for the issuance of additional letters of credit under the ABL Credit Agreement.

There were no borrowings outstanding under the ABL Credit Agreement as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, or April 3028, ~~2023~~2024, respectively.

~~I-16~~As of July 28, 2024, our available borrowings calculated under the provisions of the ABL Credit Agreement totaled $19.2 million.

As of January 28, 2024, our available borrowings calculated under the provisions of the ABL Credit Agreement totaled $26.2 million.

Revolving Credit Agreement – China Operations

Denominated in Chinese Yuan Renminbi (“RMB”)

WeAgricultural ~~have~~Bank ~~an unsecured credit agreement denominated in RMB with a bank located in China that provides for a line~~ of credit of up to 35 million RMB ($4.9 million USD as of January 28, 2024). Interest charged under this agreement is based on an interest rate determined by the Chinese government at the time of borrowing. This agreement is set to expire on October 24, 2024. Our borrowing capacity of 35 million RMB is restricted to certain consolidated net sales and consolidated profitability requirements as defined in the agreement. These requirements relate to our total consolidated Culp Inc. entity as a whole. Currently, Culp Inc. does not meet the consolidated net sales and consolidated profitability requirements set forth in the agreement; and therefore, we cannot borrow under this agreement. China

~~There~~Effective ~~were~~on noMarch ~~borrowings~~20, ~~outstanding~~2024, ~~under~~we ~~this~~entered into an unsecured credit agreement denominated in RMB, that provides for a line of credit up to 29 million RMB ($4.0 million USD as of ~~January~~July 28, 2024,). ~~January~~The 29, ~~2023,~~million orRMB ~~April~~line ~~30,~~of ~~2023~~credit expires on March 18, ~~respectively~~2025.

I-16

Interest charged under this agreement is based on the Loan Prime Rate ("LPR") in China minus 50 basis points (2.85% as of July 28, 2024).

As of July 28, 2024, the amount outstanding was 29 million RMB ($4.0 million USD). There were no borrowings outstanding under this agreement as of April 28, 2024.

Bank of China

We have an unsecured credit agreement denominated in RMB that provides for a line of credit of up to 35 million RMB ($4.8 million USD as of July 28, 2024). Interest charged under this agreement is based on an interest rate determined by the Chinese government at the time of borrowing. This agreement is set to expire on October 24, 2024. Our borrowing capacity of 35 million RMB is restricted to certain consolidated net sales and consolidated profitability requirements as defined in the agreement. These requirements relate to our total consolidated Culp Inc. entity as a whole. Currently, the company does not meet the consolidated net sales and consolidated profitability conditions required for borrowing under this agreement.

There were no borrowings outstanding under this agreement as of July 28, 2024, July 30, 2023, and April 28, 2024.

Overall

Our loan agreements require, among other things, that we maintain compliance with certain financial covenants. As of ~~January~~July 28 , 2024, we ~~complied~~were in compliance with our financial covenants.

No interest payments were made during the ~~first~~three-month ~~nine~~periods ~~months~~ending ofJuly ~~fiscal~~28, 2024., ~~Interest~~and ~~paid~~July ~~during~~30, ~~the first nine months of fiscal~~ 2023 ~~totaled $8~~,~~000.~~ respectively.

11. Fair Value

~~Accounting Standard Codification ("~~ASC") Topic 820, ~~Fair Value Measurement~~ establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the company’s assumptions (unobservable inputs). Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either level 1 or level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy.

The hierarchy consists of three broad levels as follows:

Level 1 – Quoted market prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than level 1 inputs that are either directly or indirectly observable; and

Level 3 – Unobservable inputs developed using the company’s estimates and assumptions, which reflect those that market participants would use.

The determination of where an asset or liability falls in the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter based on various factors, and it is possible that an asset or liability may be classified differently from quarter to quarter. However, we expect that changes in classifications between different levels will be rare.

I-17

Recurring Basis

The following tables present information about assets measured at fair value on a recurring basis:

Fair value measurements as of January 28, 2024, using:

Fair value measurements as of July 28, 2024, using:

Quoted prices

Significant

in active

other

Significant

markets for

observable

unobservable

identical assets

inputs

(amounts in thousands)

Level 1

Level 2

Level 3

Total

Assets:

U.S. Government Money Market Fund

6,~~995~~823

N/A

6,~~995~~823

Growth Allocation Mutual Funds

~~656~~756

N/A

~~656~~756

Moderate Allocation Mutual Fund

N/A

S&P 500 Index Fund

212

N/A

212

Other

321

N/A

321

Moderate Allocation Mutual Fund

112

N/A

112

Other

140

N/A

140

Fair value measurements as of January 29, 2023, using:

Quoted prices

Significant

in active

other

Significant

markets for

observable

unobservable

identical assets

inputs

(amounts in thousands)

Level 1

Level 2

Level 3

Total

Assets:

U.S. Government Money Market Fund

9,364

N/A

9,364

Growth Allocation Mutual Funds

508

N/A

508

Moderate Allocation Mutual Fund

N/A

Other

188

N/A

188

I-17

Fair value measurements as of April 30, 2023, using:

Fair value measurements as of July 30, 2023, using:

Quoted prices

Significant

in active

other

Significant

markets for

observable

unobservable

identical assets

inputs

(amounts in thousands)

Level 1

Level 2

Level 3

Total

Assets:

U.S. Government Money Market Fund

7,~~649~~113

N/A

7,~~649~~113

Growth Allocation Mutual Funds

~~528~~585

N/A

~~528~~585

Moderate Allocation Mutual Fund

N/A

S&P 500 Index Fund

120

N/A

120

Other

208

N/A

208

Moderate Allocation Mutual Fund

N/A

Other

125

N/A

125

         
        Fair value measurements as of April 28, 2024, using:

         
        Quoted prices

        Significant

         
        in active

        other

        Significant

         
        markets for

        observable

        unobservable

         
        identical assets

        inputs

        inputs

        (amounts in thousands)

        Level 1

        Level 2

        Level 3

        Total

        Assets:

U.S. Government Money Market Fund

6,910

N/A

N/A

6,910

Growth Allocation Mutual Funds

691

N/A

N/A

691

S&P 500 Index Fund

176

N/A

N/A

176

Moderate Allocation Mutual Fund

46

N/A

N/A

46

Other

182

N/A

N/A

182

Investments - Rabbi Trust

We have a rabbi trust (the “Trust”) for the participants of our deferred compensation plan (the “Plan”), that enables participants to direct their contributions to various investment options under the Plan. The investments associated with the Trust consist of a money market fund and various mutual funds that are classified as available-for-sale.

As of ~~January~~July 28, 2024, our investments associated with the Trust totaled $8.0 million, of which $~~937~~954,000 and $7.1 million were classified as short-term and long-term, respectively. As of ~~January~~July 2930, 2023, our investments associated with the Trust totaled $108.10 million, of which $~~2.4~~791,000 ~~million~~ and $7.72 million were classified as short-term and long-term, respectively. As of April 3028, ~~2023~~2024, our investments associated with the Trust totaled $8.50 million, of which $~~1.4~~903,000 ~~million~~ and $7.1 million were classified as short-term and long-term, respectively. The investments associated with the Trust had an accumulated unrealized gain of $88198,000, $2176,000, and $19118,000 as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, respectively.

The fair value of our long-term investments associated with the Trust approximates their cost basis.

Other

The carrying amount of our cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses approximated their fair value because of the short maturity of these financial instruments.

I-18

12. Net Loss Per Share

Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net loss per share uses the weighted-average number of shares outstanding during the period plus the dilutive effect of stock-based compensation calculated using the treasury stock method.

Weighted average shares used in the computation of basic and diluted net loss per share were 12,470,000 and 12,~~299~~332,000 for the three months ending ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, respectively.

Shares of unvested common stock that were not included in the computation of diluted net loss per share consist of the following:

	Three Months Ended
(in thousands)	January 28, 2024	January 29, 2023
antidilutive effect from decrease in the price per share of our common stock	15	22
antidilutive effect from net loss incurred during the fiscal quarter	81	87
total unvested shares of common stock not included in
computation of diluted net loss per share	96	109

I-18

Weighted average shares used in the computation of basic and diluted net loss per share were 12,419,000 and 12,272,000 for the nine months ending January 28, 2024, and January 29, 2023, respectively.


	Three Months Ended
(in thousands)	July 28, 2024		July 30, 2023
Antidilutive effect from decrease in the price per share of our common stock	1		2
Antidilutive effect from net loss incurred during the fiscal quarter	137		166
Total unvested shares of common stock not included in
computation of diluted net loss per share		138		168

Shares of unvested common stock that were not included in the computation of diluted net loss per share consist of the following:

	Nine Months Ended
(in thousands)	January 28, 2024	January 29, 2023
antidilutive effect from decrease in the price per share of our common stock	4	31
antidilutive effect from net loss incurred during the fiscal year	126	68
total unvested shares of common stock not included in
computation of diluted net loss per share	130	99

13. Segment Information

Overall

Our operations are classified into two business segments: mattress fabrics and upholstery fabrics. The mattress fabrics segment manufactures, sources, and sells fabrics and mattress covers primarily to bedding manufacturers. The upholstery fabrics segment develops, manufactures, sources, and sells fabrics primarily to residential and commercial furniture manufacturers. In addition, this segment includes Read, which provides window treatments and sourcing of upholstery fabrics and other products, as well as measuring and installation services for Read’s products, to customers in the hospitality and commercial industries. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows.

Mattress Fabrics

The mattress fabrics segment manufactures, sources, and sells fabrics and mattress covers primarily to bedding manufacturers.

Upholstery Fabrics

The upholstery fabrics segment develops, manufactures, sources, and sells fabrics to customers in the residential, commercial, and hospitality industries. In addition, this segment includes Read, which provides window treatments and sourcing of upholstery fabrics and other products, as well as measuring and installation services for Read’s products, to customers in the hospitality and commercial industries. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows.

Financial Information

We evaluate the operating performance of our business segments based upon (loss) income from operations before certain unallocated corporate expenses and other items that are not expected to occur on a regular basis. Cost of sales for each segment includes costs to develop, manufacture, or source our products, including costs such as raw material and finished goods purchases, direct and indirect labor, overhead, and incoming freight charges. Unallocated corporate expenses primarily represent compensation and benefits for certain executives and their support staff, all costs associated with being a public company, amortization of intangible assets, and other miscellaneous expenses. Segment assets include assets used in the operations of each segment and consist of accounts receivable, ~~inventory~~inventories, property, plant, and equipment, and right of use assets. ~~Also,~~The mattress ~~total~~fabrics ~~assets~~segment ~~related~~also toincludes ~~our~~assets ~~upholstery~~held ~~fabrics~~for ~~segment~~sale ~~include~~associated with a right of use asset ~~classified~~and asequipment ~~held~~related ~~for~~to ~~sale~~the asfiscal of2025 ~~January~~restructuring plan announced on April 29, ~~2023~~2024 (see Note 9 to the consolidated financial statements for further details regarding this restructuring plan). Intangible assets are not included in segment assets as these assets are not used by the Chief Operating Decision Maker to evaluate the respective segment’s operating performance, allocate resources to individual segments, or determine executive compensation.

I-19

Statements of operations for our operating segments are as follows:

	Three months ended
	January 28, 2024			January 29, 2023
	July 28, 2024			July 30, 2023
net sales by segment:
Net sales by segment:
mattress fabrics	$	30,021		$	24,697
Mattress fabrics	$	28,076		$	29,222
upholstery fabrics		30,397			27,826
Upholstery fabrics		28,461			27,440
net sales	$	60,418		$	52,523
Net sales	$	56,537		$	56,662
gross profit (loss):
Gross (loss) profit:
mattress fabrics	$	1,520		$	(1,237	)
Mattress fabrics	$	(326	)	$	1,994
upholstery fabrics		6,122			3,330
Upholstery fabrics		5,518			5,270
segment gross profit		7,642			2,093
Segment gross profit		5,192			7,264
restructuring related credit (1)		61			—
Restructuring related charge (1) (3)		(116	)		(179	)
gross profit	$	7,703		$	2,093
Gross profit	$	5,076		$	7,085
selling, general, and administrative expenses by segment:
Selling, general, and administrative expenses by segment:
mattress fabrics	$	3,102		$	2,992
Mattress fabrics	$	3,223		$	3,393
upholstery fabrics		4,030			3,750
Upholstery fabrics		3,806			3,941
unallocated corporate expenses		2,361			2,423
Unallocated corporate expenses		2,267			2,495
selling, general, and administrative expenses	$	9,493		$	9,165
Selling, general, and administrative expenses	$	9,296		$	9,829
(loss) income from operations by segment:
(Loss) income from operations by segment:
mattress fabrics	$	(1,582	)	$	(4,229	)
Mattress fabrics	$	(3,549	)	$	(1,398	)
upholstery fabrics		2,092			(420	)
Upholstery fabrics		1,712			1,328
unallocated corporate expenses		(2,361	)		(2,423	)
Unallocated corporate expenses		(2,267	)		(2,495	)
total segment loss from operations	$	(1,851	)	$	(7,072	)
Total segment loss from operations	$	(4,104	)	$	(2,565	)
restructuring related credit (1)		61			—
Restructuring related charge (1) (3)		(116	)		(179	)
restructuring credit (expense) (2)		50			(711	)
Restructuring expense (2) (4)		(2,631	)		(338	)
loss from operations	$	(1,740	)	$	(7,783	)
Loss from operations	$	(6,851	)	$	(3,082	)
interest income		284			196
Interest expense		(28	)		—
other expense		(705	)		(1,095	)
Interest income		262			345
loss before income taxes	$	(2,161	)	$	(8,682	)
Other (expense) income		(404	)		96
Loss before income taxes	$	(7,021	)	$	(2,641	)

(1) ~~Gross~~During ~~profit and loss from operations for~~ the three-month ~~months~~period ending ~~January~~July 28, 2024, ~~includes~~gross profit included a restructuring related ~~credit~~charge oftotaling $61116,000 for ~~the~~losses ~~gain~~ on the disposal of obsolete inventory related to the gradual discontinuation of ~~production~~operations ofat ~~cut~~our ~~and~~manufacturing ~~sewn~~facility ~~upholstery~~located ~~kits~~ in ~~Ouanaminthe~~Quebec, ~~Haiti~~Canada.

(2) ~~The~~During the three-month period ending July 28, 2024, restructuring ~~credit~~expense of $502.6 million represents $2.5 million and $132,000, ~~for~~related to the ~~three~~mattress ~~months~~fabrics ~~ended~~and ~~January~~upholstery ~~28,~~fabrics ~~2024~~segments, ~~represents~~respectively. aThe ~~gain~~$2.6 onmillion ~~disposal~~represents of(i) ~~equipment~~$1.9 million related to the gradual discontinuation of ~~production~~operations and the process of ~~cut~~selling ~~and~~the ~~sewn~~manufacturing ~~upholstery~~facility ~~kits~~located in ~~Ouanaminthe~~Quebec, ~~Haiti.~~Canada, ~~Restructuring~~which ~~expense~~includes of $~~711~~875,000 ~~for~~of additional depreciation related to the ~~three~~shortening ~~months~~of ~~ended~~useful ~~January~~lives ~~29,~~of ~~2023~~equipment, ~~represents~~employee termination benefits of $539,000, lease termination costs of $~~434~~264,000, impairment charges and anlosses ~~impairment~~on ~~loss~~the ~~regarding~~disposal ~~leasehold~~of ~~improvements~~equipment totaling $~~277~~95,000, ~~that~~and other associated costs of $90,000; (ii) $470,0000 related to the consolidation of ~~certain~~two leased facilities at our mattress cover operation located in Ouanaminthe, Haiti, which includes lease termination costs of $406,000, employee termination benefits of $48,000, and other associated costs of $16,000; (iii) $167,000 of other associated costs related to the relocation of certain equipment from the mattress fabrics manufacturing facility located in Quebec, Canada to the U.S. facility located in Stokesdale, N.C; (iv) $132,000 related to reducing costs within our upholstery fabrics segment which includes employee termination benefits of $102,000 and other associated costs from our U.S. and China operations of $30,000.

(3) During the three-month period ending July 30, 2023, gross profit included a restructuring related charge totaling $179,000 for markdowns of inventory related to the discontinuation of production of cut and sewn upholstery kits at the company's facility located in Ouanaminthe, Haiti.

(4) During the three-month period ending July 30, 2023, restructuring expense of $338,000 represents an impairment charge of $237,000 related mostly to machinery and equipment and $101,000 of employee termination benefits related to the discontinuation of production of cut and sewn upholstery kits at the company's facility located in Ouanaminthe, Haiti.

I-20

	Nine months ended
	January 28, 2024			January 29, 2023
net sales by segment:
mattress fabrics	$	90,619		$	80,299
upholstery fabrics		85,185			93,209
net sales	$	175,804		$	173,508
gross profit (loss):
mattress fabrics	$	5,997		$	(7,330	)
upholstery fabrics		16,780			11,436
total segment gross profit	$	22,777		$	4,106
restructuring related charge (1)		(40	)		(98	)
gross profit	$	22,737		$	4,008
selling, general, and administrative expenses by segment:
mattress fabrics	$	9,913		$	8,821
upholstery fabrics		11,969			11,053
unallocated corporate expenses		7,484			7,259
selling, general, and administrative expenses	$	29,366		$	27,133
(loss) income from operations by segment:
mattress fabrics	$	(3,916	)	$	(16,151	)
upholstery fabrics		4,811			383
unallocated corporate expenses		(7,484	)		(7,259	)
total segment loss from operations	$	(6,589	)	$	(23,027	)
restructuring related charge (1)		(40	)		(98	)
restructuring expense (2)		(432	)		(1,326	)
loss from operations	$	(7,061	)	$	(24,451	)
interest income		911			292
other expense		(560	)		(348	)
loss before income taxes	$	(6,710	)	$	(24,507	)

(1) Gross profit and loss from operations for the nine months ending January 28, 2024, includes a restructuring related charge of $40,000, representing markdowns of inventory related to the discontinuation of production of cut and sewn upholstery kits at our facility located in Ouanaminthe, Haiti. Gross profit and loss from operations for the nine months ending January 29, 2023, includes a restructuring related charge of $98,000 that represents a loss on disposal and markdowns of inventory related to the exit of our cut and sew upholstery fabrics operation located in Shanghai, China, which occurred during the second quarter of fiscal 2023.

(2) Restructuring expense of $432,000 for the nine months ending January 28, 2024, represents a $329,000 impairment charge associated with equipment and $103,000 for employee termination benefits related to the discontinuation of production of cut and sewn upholstery kits in Ouanaminthe, Haiti. Restructuring expense of $1.3 million for the nine months ending January 29, 2023, relates to both our restructuring activities for our cut and sew upholstery fabrics operations located in Shanghai, China, which occurred during the second quarter of fiscal 2023, and located in Ouanaminthe, Haiti, which occurred during the third quarter of fiscal 2023. Restructuring expense consists of lease termination costs of $481,000, employee termination benefits of $468,000, impairment losses totaling $357,000 that relate to leasehold improvements and equipment, and $20,000 for other associated costs.

I-21

Balance sheet information for our operating segments follows:

(dollars in thousands)	~~January~~July 28, 2024		~~January~~July 2930, 2023		April 3028, ~~2023~~2024
Segment assets:
Mattress Fabrics:
Accounts receivable	$	1110,~~463~~094	$	811,~~314~~058	$	1210,~~396~~003
Inventory		2725,~~925~~278		2824,~~757~~579		2527,~~674~~671
Property, plant and equipment (1)		32,263		34,661		33,749
Property, plant and equipment (5)		28,844		32,792		31,472
Right of use assets (2)		1,798		2,476		2,308
Right of use assets (6)		568		2,139		1,627
Total mattress fabrics assets		73,449		74,208		74,127
Assets held for sale		607		—		—
Total mattress fabrics assets		65,391		70,568		70,773
Upholstery Fabrics:
Accounts receivable		1211,~~223~~493		1211,~~927~~554		1211,~~382~~135
Inventory		1816,~~952~~390		1819,~~870~~238		1917,~~406~~172
Property, plant and equipment (3)		1,155		1,794		1,671
Property, plant and equipment (7)		1,098		1,491		1,125
Right of use assets (4)		2,345		2,995		2,618
Right of use assets (8)		1,478		2,237		1,952
Assets held for sale (5)		—		1,950		—
Total upholstery fabrics assets		30,459		34,520		31,384
Total upholstery fabrics assets		34,675		38,536		36,077
Total segment assets		95,850		105,088		102,157
Total segment assets		108,124		112,744		110,204
Non-segment assets:
Cash and cash equivalents		1213,~~585~~472		16,~~725~~812		2010,~~964~~012
Short-term investments - rabbi trust		~~937~~954		~~2,420~~791		~~1,404~~903
Short-term note receivable		~~260~~268		—252		~~219~~264
Current income taxes receivable		~~476~~532		~~238~~202		—350
Other current assets		43,~~237~~590		23,~~839~~578		3,~~071~~371
Long-term note receivable		1,~~530~~394		—1,661		1,~~726~~462
Deferred income taxes		~~531~~528		~~463~~476		~~480~~518
Property, plant and equipment (6)		603		737		691
Property, plant and equipment (9)		534		646		585
Right of use assets (7)		2,809		3,442		3,265
Right of use assets (10)		2,437		3,090		2,624
Intangible assets		1,~~970~~782		2,~~346~~158		21,~~252~~876
Long-term investments - rabbi trust		7,~~083~~089		7,~~725~~204		7,~~067~~102
Other assets		~~853~~709		~~919~~944		~~840~~830
Total assets	$	~~141~~129,~~998~~139	$	~~150~~142,~~598~~902	$	~~152~~132,~~183~~054

(5)

The $3228.38 million as of ~~January~~July 28, 2024, represents property, plant, and equipment of $2120.9 million, $97.84 million, and $~~600~~511,000 located in the U.S., Canada, and Haiti, respectively. The $3432.78 million as of ~~January~~July 2930, 2023, represents property, plant, and equipment of $2322.1 million, $10.91 million, and $~~651~~594,000 located in the U.S., Canada, and Haiti, respectively. The $3331.75 million as of April 3028, ~~2023~~2024, represents property, plant, and equipment of $2221.75 million, $109.4 million, and $~~608~~555,000 located in the U.S., Canada, and Haiti, respectively.

(6)

The $~~1.8~~568,000 ~~million~~ as of July ~~January~~ 28, 2024, represents right of use assets of $~~1.2~~350,000 ~~million~~ and $~~604~~218,000 located in Haiti and Canada, respectively. The $2.51 million as of ~~January~~July 2930, 2023, represents right of use assets of $1.64 million and $~~833~~720,000 located in Haiti, and Canada, respectively. The $21.36 million as of April 3028, ~~2023~~2024, represents right of use assets of $1.51 million and $~~776~~545,000 located in Haiti and Canada, respectively.

(7)

The $1.21 million as of ~~January~~July 28, 2024, represents property, plant, and equipment of $~~1.1~~990,000 ~~million~~ and $~~134~~108,000 located in the U.S., and China, respectively. The $1.85 million as of ~~January~~July 2930, 2023, represents property, plant, and equipment of $1.0 million, $~~630~~327,000, and $~~121~~159,000 located in the U.S., Haiti, and China, respectively. The $1.71 million as of April 3028, ~~2023~~2024, represents property, plant, and equipment of $~~974,000,~~1.0 ~~$592,000,~~million and $~~105~~120,000 located in the U.S., ~~Haiti,~~ and China, respectively.

(8)

The $21.35 million as of ~~January~~July 28, 2024, represents right of use assets of $~~944,000 and $~~1.41 million and $393,000 located in ~~China and~~ the U.S., and China, respectively. The $32.02 million as of ~~January~~July 2930, 2023, represents right of use assets of $1.72 million and $~~1.3~~977,000 ~~million~~ located in China and the U.S., respectively. The $2.60 million as of April 3028, ~~2023~~2024, represents right of use assets of $1.53 million and $~~1.1~~709,000 ~~million~~ located in China and the U.S., respectively.

(9)

The $~~2.0~~534,000, ~~million~~$646,000, and $585,000 as of ~~January~~July 2928, 2024, July 30, 2023, and April 28, 2024, respectively, represents aproperty, ~~right~~plant, ofand ~~use~~equipment ~~asset~~associated ~~classified~~with asunallocated ~~held~~corporate ~~for~~departments ~~sale~~and ~~located~~corporate departments shared by our mattress fabrics and upholstery fabrics segments. Property, plant, and equipment associated with our corporate departments reside in ~~Haiti~~the U.S.

The $603,000, $737,000, and $691,000 as of January 28, 2024, January 29, 2023, and April 30, 2023, respectively, represent property, plant, and equipment associated with the unallocated corporate department and corporate departments shared by our mattress fabrics and upholstery fabrics segments. Property, plant, and equipment associated with our corporate departments reside in the U.S.I-21

(10)

~~I-22~~The $2.4 million, $3.1 million, and $2.6 million as of July 28, 2024, July 30, 2023, and April 28, 2024, respectively, represent right of use assets located in the U.S.

The $2.8 million, $3.4 million, and $3.3 million as of January 28, 2024, January 29, 2023, and April 30, 2023, respectively, represent right of use assets located in the U.S.

Information about capital expenditures and depreciation expense for our operating segments follows:

	Nine months ended
	Three months ended
(dollars in thousands)	~~January~~July 28, 2024		~~January~~July 2930, 2023
Capital expenditures (1):
Capital expenditures (11):
Mattress Fabrics	$	~~2,828~~134	$	~~612~~523
Upholstery Fabrics		~~219~~68		~~465~~158
Unallocated Corporate		~~167~~12		7533
Total capital expenditures	$	3,214	$	~~1,152~~714
Depreciation expense:
Mattress Fabrics	$	4,422	$	4,624
Mattress Fabrics (12)	$	2,297	$	1,455
Upholstery Fabrics		~~475~~159		~~604~~180
Total depreciation expense	$	42,~~897~~456	$	51,~~228~~635

(11)

Capital expenditure amounts are stated on the accrual basis. See Consolidated Statements of Cash Flows for capital expenditure amounts on a cash basis.

(12)

During the three-month period ending July 28, 2024, depreciation expense for the mattress fabrics segment included additional depreciation expense related to the shortening of useful lives of equipment associated with the gradual discontinuation of operations regarding our manufacturing facility located in Quebec, Canada. The amount of additional depreciation expense was $875,000 and was classified as restructuring expense.

I-22

14. Income Taxes

Effective Income Tax Rate

We recorded income tax expense of $~~2.2 million~~240,000, or (333.4%) of loss before income taxes, for the ~~nine~~three-month period ending ~~January~~July 28, 2024, compared with income tax expense of $~~2.3 million~~701,000, or (926.5%) of loss before income taxes, for the ~~nine~~three-month period ending ~~January~~July 2930, 2023.

Our effective income tax rates for the ~~nine~~three-month periods ended ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, were based upon the estimated effective income tax rate applicable for the full year after giving effect to any significant items related specifically to interim periods. When calculating the annual estimated effective income tax rates for the ~~nine~~three-month periods ended ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, we were subject to loss limitation rules. These loss limitation rules require any taxable loss associated with our U.S. or foreign operations to be excluded from the annual estimated effective income tax rate calculation if it was determined that no income tax benefit could be recognized during the current fiscal year. The effective income tax rate can be affected over the fiscal year by the mix and timing of actual earnings from our U.S. operations and foreign subsidiaries located in China, Canada, ~~and~~ Haiti, asand ~~compared~~Vietnam toversus annual projections, as well as changes in foreign currency exchange rates in relation to the U.S. dollar.

The following schedule summarizes the principal differences between income tax expense at the U.S. federal income tax rate and the effective income tax rate reflected in the consolidated financial statements for the ~~nine~~three-month periods ending ~~January~~July 28, 2024, and ~~January~~July 2930, 2023:

	January 28,			January 29,
	July 28,			July 30,
	2024			2023
U.S. federal income tax rate		21.0	%		21.0	%
U.S. valuation allowance		(4223.05	)		(2934.31	)
Withholding taxes associated with foreign jurisdictions		(8.1.0	)		(29.07	)
Capital expenditure deduction - Quebec, Canada		—			(1.6	)
Foreign income tax rate differential		0.7			(6.0	)
Foreign income tax rate differential		(5.2	)		1.4
Stock-based compensation		(0.9	)		—
Stock-based compensation		(2.9	)		(0.4	)
Tax effects of local currency foreign exchange gains		(0.4	)		2.3
Tax effects of local currency foreign exchange gains		3.8			1.3
Uncertain income tax positions		1.2			(0.1	)
Other		—(0.5	)		0.1
	(33.4)%			(9.5)%
	(3.4)%			(26.5)%

Our consolidated effective income tax rates during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025 and the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024 were both adversely affected by the mix of earnings between our U.S. operations and foreign subsidiaries, as our taxable income stems mostly from our operations located in China ~~during fiscal 2024 and both our operations located in China and Canada during fiscal 2023~~, which ~~have~~has a higher income tax ~~rates~~rate than the U.S. In addition, during the first ~~nine~~quarters ~~months~~ of fiscal ~~2024~~2025 and ~~the first nine months of fiscal 2023~~2024, we incurred pre-tax losses associated with our U.S. operations, for which an income tax benefit was not recorded due to the full valuation allowance applied against our U.S. net deferred income tax assets. The income tax charge associated with the full valuation allowance applied against our U.S. net deferred income tax assets was ~~lower~~higher during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025 compared with the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024, as our $(117.0) million U.S. pre-tax loss incurred during the first quarter of fiscal 2025 was significantly greater than the $(3.3) million U.S. pre-tax loss incurred during the first quarter of fiscal 2024.

IDuring the first quarter of fiscal 2025, we incurred a greater consolidated pre-23tax loss totaling $(7.0) million, compared with $(2.6) million during the first quarter of fiscal 2024. As a result, the principal differences between income tax expense at the U.S. federal income tax rate and the effective income tax rate reflected in the consolidated financial statements were more pronounced during the first quarter of fiscal 2024, as compared with the first quarter of fiscal 2025.

the first nine months of fiscal 2024 was significantly lower than the $(28.8) million U.S. pre-tax loss incurred during the first nine months of fiscal 2023.

During the first nine months of fiscal 2024, we incurred a lower consolidated pre-tax loss totaling $(6.7) million, compared with $(24.5) million during the first nine months of fiscal 2023. As a result, the principal differences between income tax expense at the U.S. federal income tax rate and the effective income tax rate reflected in the consolidated financial statements were more pronounced during the first nine months of fiscal 2024, as compared with the first nine months of fiscal 2023.

U.S. Valuation Allowance

We evaluate the realizability of our U.S. net deferred income tax assets to determine if a valuation allowance is required. We assess whether a valuation allowance should be established based on the consideration of all available evidence using a “more-likely-than-not” standard, with significant weight being given to evidence that can be objectively verified. Since the company operates in multiple jurisdictions, we assess the need for a valuation allowance on a jurisdiction-by-jurisdiction basis, considering the effects of local tax law.

As of ~~January~~July 28, 2024, we evaluated the realizability of our U.S. net deferred income tax assets to determine if a full valuation allowance was required. Based on our assessment, we determined we still have a recent history of significant cumulative U.S. pre-tax losses, in that we experienced U.S. pre-tax losses during each of the last three fiscal years from ~~2021~~2022 through ~~2023~~2024, and we are currently expecting significant U.S. pre-tax losses to continue during fiscal ~~2024~~2025. As a result of the significant weight of this negative evidence, we believe it is more likely than not that our U.S. deferred income tax assets will not be fully realizable, and therefore we provided for a full valuation allowance against our U.S. net deferred income tax assets.

~~Based on our assessments as of January 28, 2024, January 29, 2023, and April 30, 2023, valuation allowances against our net deferred income tax assets pertain to the following:~~I-23

(dollars in thousands)	January 28, 2024		January 29, 2023		April 30, 2023
U.S. federal and state net deferred income tax assets	$	19,162	$	15,741	$	16,345
U.S. capital loss carryforward		2,330		2,330		2,330
	$	21,492	$	18,071	$	18,675

negative evidence, we believe it is more likely than not that our U.S. deferred income tax assets will not be fully realizable, and therefore we provided for a full valuation allowance against our U.S. net deferred income tax assets.

Based on our assessments as of July 28, 2024, July 30, 2023, and April 28, 2024, valuation allowances against our net deferred income tax assets pertain to the following:


(dollars in thousands)	July 28, 2024		July 30, 2023		April 28, 2024
U.S. federal and state net deferred income tax assets	$	21,326	$	17,246	$	19,674
U.S. capital loss carryforward		2,330		2,330		2,330
	$	23,656	$	19,576	$	22,004

Undistributed Earnings

We assess whether the undistributed earnings from our foreign subsidiaries will be reinvested indefinitely or eventually distributed to our U.S. parent company and whether we are required to record a deferred income tax liability for those undistributed earnings from foreign subsidiaries that will not be reinvested indefinitely. As of ~~January~~July 28, 2024, we assessed the liquidity requirements of our U.S. parent company and determined that our undistributed earnings and profits from our foreign subsidiaries would not be reinvested indefinitely and would eventually be distributed to our U.S. parent company. The conclusion reached from this assessment was consistent with prior reporting periods.

As a result of the 2017 Tax Cuts and Jobs Act, a U.S. corporation is allowed a 100% dividend received deduction for earnings and profits received from a 10% owned foreign corporation. Therefore, a deferred income tax liability will be required only for unremitted withholding taxes associated with earnings and profits generated by our foreign subsidiaries that will ultimately be repatriated to the U.S. parent company. As a result, as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, we recorded a deferred income tax liability of $4.79 million, $4.14 million, and $4.28 million, respectively.

Uncertain Income Tax Positions

An unrecognized income tax benefit for an uncertain income tax position can be recognized in the first interim period if the more-likely-than-not recognition threshold is met by the end of the reporting period, or is effectively settled through examination, negotiation, or litigation, or the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired. If it is determined that any of the above conditions occur regarding our uncertain income tax positions, an adjustment to our unrecognized income tax benefit will be recorded at that time.

IAs of July 28, 2024, July 30, 2023, and April 28, 2024 we had a $1.3 million, $1.2 million, and $1.3 million total of gross unrecognized income tax benefits, of which the entire amount was classified as income taxes payable – long-24term in the accompanying Consolidated Balance Sheets. These unrecognized tax benefits would favorably affect income tax expense in future periods by $1.3 million, $1.2 million, and $1.3 million, as of July 28, 2024, July 30, 2023, and April 28, 2024, respectively.

AsOur ~~of January 28, 2024, January 29, 2023, and April 30, 2023, we had a $1.2 million total~~ gross unrecognized income tax benefit, of ~~which~~$1.3 ~~the~~million ~~entire amount was classified~~ as ~~income~~of ~~taxes~~July ~~payable~~28, –2024, ~~long-term~~relates into ~~the accompanying Consolidated Balance Sheets. These unrecognized~~ income tax ~~benefits~~positions ~~would~~for ~~favorably~~which ~~affect~~significant ~~income~~change ~~tax~~is ~~expense~~currently innot ~~future~~expected ~~periods~~within bythe ~~$1.2~~next ~~million, as of January 28, 2024, January 29, 2023, and April 30, 2023~~year.

Our gross unrecognized income tax benefit of $1.2 million as of January 28, 2024, relates to income tax positions for which significant change is currently not expected within the next year.

Income Taxes Paid

The following table sets forth ~~income~~ taxes paid by jurisdiction:

	Nine Months		Nine Months
	Three Months		Three Months
	Ended		Ended
	January 28,		January 29,
	July 28,		July 30,
(dollars in thousands)	2024		2023
United States Transition Tax Payment	$	499	$	265
China Income Taxes, Net of Refunds		561		915
China Income Taxes, Net of Refunds		1,803		1,680
Canada - Income Taxes, Net of Refunds		—		197
Canada - Income Taxes, Net of Refunds		468		(9	)
	$	561	$	1,112
	$	2,770	$	1,936

15. Stock-Based Compensation

Equity Incentive Plan Description

On September 16, 2015, our shareholders approved an equity incentive plan titled the Culp, Inc. 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan authorizes the grant of stock options intended to qualify as incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based units, and other equity and cash related awards as determined by the Compensation Committee of our board of directors. An aggregate of 1,200,000 shares of common stock were authorized for issuance under the 2015 Plan, with certain sub-limits that would apply with respect to specific types of awards that may be issued as defined in the 2015 Plan. Effective September 27, 2023, our shareholders approved an amendment and restatement of the 2015 Plan (the "Amended and Restated Plan"). The Amended and Restated Plan authorizes the issuance of an additional 960,000 shares of common stock in addition to the shares of common stock still available for issuance under the 2015 Plan. The Amended and Restated Plan also removed certain sub-limits that previously applied with respect to specific type of awards that may be issued under the plan.

~~As of January 28, 2024, there were 765,399 shares available for future equity~~I-~~based grants under the Amended and Restated Plan.~~24

awards as determined by the Compensation Committee of our board of directors. An aggregate of 1,200,000 shares of common stock were authorized for issuance under the 2015 Plan, with certain sub-limits that would apply with respect to specific types of awards that may be issued as defined in the 2015 Plan. Effective September 27, 2023, our shareholders approved an amendment and restatement of the 2015 Plan (the "Amended and Restated Plan"). The Amended and Restated Plan authorizes the issuance of an additional 960,000 shares of common stock in addition to the shares of common stock still available for the issuance of the 2015 Plan. The Amended and Restated Plan also removed certain sub-limits that previously applied with respect to specific types of awards that may be issued under the plan

As of July 28, 2024, there were 1,016,425 shares available for future equity-based grants under the 2015 Plan.

Performance-Based Restricted Stock Units

Senior Executives

We grant performance-based restricted stock units to senior executives which could earn up to a certain number of shares of common stock if certain performance targets are met over a three-fiscal year performance period as defined in the related restricted stock unit award agreements. The number of shares of common stock that are earned based on performance targets that have been achieved may be adjusted based on a market-based total shareholder return component as defined in the related restricted stock unit award agreements.

Our performance-based restricted stock units granted to senior executives were measured based on their fair market value on the date of grant. The fair market value per share was determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock for the performance-based component.

~~The~~There ~~following~~were ~~table~~no ~~provides assumptions used to determine the fair market value of the market-based total shareholder return component using the Monte Carlo simulation model on our outstanding~~ performance-based restricted stock units ~~granted~~issued to senior executives onduring ~~January~~the 8,first ~~2024,~~quarter ~~September~~of ~~28,~~fiscal ~~2023,~~2025 ~~August~~or ~~10,~~the ~~2022~~first ~~and~~quarter ~~July~~of ~~22,~~fiscal ~~2021:~~2024.

I-25

	January 8,	September 28,	August 10,	July 22,
	2024	2023	2022	2021
Closing price of our common stock	$5.61	$5.59	$5.06	$14.75
Expected volatility of our common stock	33.5%	37.3%	48.2%	54.2%
Expected volatility of peer companies	33.7% - 102.6%	35.7% - 91.5%	41.6% - 105.1%	45.7% - 101.5%
Risk-free interest rate	4.30%	4.90%	3.13%	0.33%
Dividend yield	0.00%	0.00%	0.00%	3.00%
Correlation coefficient of peer companies	0.01 - 0.21	0.01 - 0.21	0.05 - 0.23	0.03 - 0.35

Key Employees

We grant performance-based restricted stock units to key employees which could earn up to a certain number of shares of common stock if certain performance targets are met over a three-fiscal year performance period as defined in the related restricted stock unit award agreements. Our performance-based restricted stock units granted to key employees were measured based on the fair market value (the closing price of our common stock) on the date of grant. No market-based total shareholder return component was included in these awards.

There were no performance-based restricted stock units issued to key employees in the first quarter of fiscal 2025 or the first quarter of fiscal 2024.

Overall

The following table summarizes information related to our grants of performance-based restricted stock units associated with senior executives and key employees that were unvested as of ~~January~~July 28, 2024:

	(3)		(4)
	(2)		(3)
	Performance-Based		Restricted Stock
	Restricted Stock		Units Expected
Date of Grant	Units Awarded		to Vest		Price Per Share			Vesting Period
January 8, 2024 (1)		24,597		149,~~663~~190	$	6.23	(54)	31 months
September 28, 2023 (1)		202,900		~~83,055~~—	$	6.43	(65)	34 months
August 10, 2022 (1)		~~178~~146,~~714~~048		—	$	5.77	(76)	3 years
July 22, 2021 (1)		122,476		—	$	15.93	(8)	3 years
July 22, 2021 (2)		20,500		—	$	14.75	(9)	3 years

(1)

Performance-based restricted stock units awarded to senior executives.

(2)

Performance-based restricted stock units awarded to key employees.

Amounts represent the maximum number of common stock shares that could be earned if certain performance targets are met as defined in the related restricted stock unit agreements.

(3)

Compensation cost is based on an assessment each reporting period to determine the probability of whether or not certain performance goals will be met and how many shares are expected to be earned as of the end of the vesting period. These amounts represent the number of shares that were expected to vest as of ~~January~~July 28, 2024.

Price per share represents the fair market value per share ($1.11 per $1, or an increase of $0.62 to the closing price of our common stock on the date of grant) determined using the Monte Carlo simulation model for the marketI-based total shareholder return component and the closing price of our common stock ($5.61) for the performance-based component of the performance-based restricted stock units granted to senior executives on January 8, 2024.25

(4)

Price per share represents the fair market value per share ($1.11 per $1, or an increase of $0.62 to the closing price of our common stock on the date of grant) determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock ($5.61) for the performance-based component of the performance-based restricted stock units granted to a senior executive on January 8, 2024.

(5)

Price per share represents the fair market value per share ($1.15 per $1, or an increase of $0.84 to the closing price of our common stock on the date of grant) determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock ($5.59) for the performance-based component of the performance-based restricted stock units granted to senior executives on September 28, 2023.

(6)

Price per share represents the fair market value per share ($1.14 per $1, or an increase of $0.71 to the closing price of our common stock on the date of grant) determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock ($5.0659) for the performance-based component of the performance-based restricted stock units granted to senior executives on August 10, 2022.

~~Price~~There ~~per~~were ~~share~~no ~~represents~~performance-based ~~the~~restricted ~~fair~~stock ~~market~~units ~~value~~that ~~per~~vested ~~share~~during ~~($1.08 per $1, or an increase of $1.18 to~~ the ~~closing~~three-month ~~price~~periods ofended ~~our~~July ~~common~~28, ~~stock~~2024 onand ~~the~~July ~~date~~30, of2023, ~~grant)~~respectively. ~~determined using the Monte Carlo simulation model for the market-based total shareholder~~

IWe recorded compensation expense of $6,000 within selling, general, and administrative expenses associated with our performance-26based restricted stock unit awards for the three-month period ended July 28, 2024. No compensation expense was recorded during the three-month period ended July 30, 2023, associated with the performance-based restrictive stock units. Compensation expense is recorded based on an assessment each reporting period to determine the probability of whether or not certain performance targets will be met and how many shares are expected to be earned as of the end of the vesting period. If certain performance goals are not expected to be achieved, compensation expense would not be recorded, and any previously recognized compensation expense would be reversed.

~~return~~As ~~component~~of ~~and~~July 28, 2024, the ~~closing~~remaining ~~price~~unrecognized ofcompensation expense related to our ~~common~~performance-based restricted stock (units was $~~14.75)~~44,000, ~~for~~which ~~the~~is ~~performance-based~~expected ~~component~~to be recognized over a weighted average vesting period of ~~the~~2.0 years. As of July 28, 2024, performance-based restricted stock units ~~granted~~that are expected to ~~senior~~vest ~~executives~~had ona ~~July~~fair ~~22,~~value ~~2021~~$46,000.

Price per share represents the closing price of our common stock on the date of grant.

There were no performance-based restricted stock units that vested during the nine-month period ended January 28, 2024. The following table summarizes information related to our performance-based restricted stock units that vested during the nine-month period ended January 29, 2023:

	Performance-Based				(4)
	Restricted Stock		(3)		Price
Fiscal Year	Units Vested		Fair Value		Per Share
Fiscal 2023 (1)		545	$	3	$	5.10
Fiscal 2023 (2)		437	$	2	$	5.10

Performance-based restricted stock units vested by senior executives.

Performance-based restricted stock units vested by key employees.

Dollar amounts are in thousands.

Price per share is derived from the closing price of our common stock on the date the respective performance-based restricted stock units vested.

We recorded compensation expense of $67,000 and $2,000 within selling, general, and administrative expenses associated with our performance-based restrictive stock units for the nine-month periods ended January 28, 2024, and January 29, 2023, respectively. Compensation expense is recorded based on an assessment each reporting period to determine the probability of whether or not certain performance targets will be met and how many shares are expected to be earned as of the end of the vesting period. If certain performance goals are not expected to be achieved, compensation expense would not be recorded, and any previously recognized compensation expense would be reversed.

As of January 28, 2024, the remaining unrecognized compensation expense related to our performance-based restricted stock units was $558,000, which is expected to be recognized over a weighted average vesting period of 2.5 years. As of January 28, 2024, the performance-based restricted stock units that are expected to vest had a fair value totaling $498,000.

Time-Based Restricted Stock Units

The following table summarizes information related to our grants of time-based restricted stock unit awards associated with senior executives, and key employees, ~~and outside directors~~ that were unvested as of ~~January~~July 28, 2024:

	Time-Based
	Restricted Stock		(1)
Date of Grant	Units Awarded		Price Per Share		Vesting Period
January 8, 2024 (2)		14,758	$	5.61	31 months
September 28, 2023 (2)		100,068	$	5.59	34 months
September 28, 2023 (3)		59,928	$	5.59	1 year
September 6, 2022 (2)		25,114	$	4.58	2 to 3 years
August 10, 2022 (2)		7864,~~225~~753	$	5.06	3 years
July 22, 2021 (2)		30,835	$	14.75	3 years

(1)

Price per share represents closing price of common stock on the date the respective award was granted.

(2)

Time-based restricted stock units awarded to senior executives and key employees.

(3)

Time-based restricted stock units ~~awarded~~award to outside directors.

~~The~~During ~~following~~the ~~table~~three-month ~~summarizes~~period ~~information~~ending ~~related~~July to28, ~~our~~2024, time-based restricted stock units totaling 30,835, vested at a fair value of $157,000, or $5.10 per share. There were no time-based restricted stock units that vested during the ~~nine~~three-month ~~periods~~period ending ~~January~~July 2830, ~~2024, and January 29,~~ 2023~~, respectively:~~.

IWe recorded compensation expense of $170,000 and $238,000 within selling, general, and administrative expenses associated with our time-27based restricted stock unit awards for the three-month period ended July 28, 2024, and July 30, 2023, respectively.

	Time-Based				(2)
	Restricted Stock		(1)		Price
Fiscal Year	Units Vested		Fair Value		Per Share
Fiscal 2024		151,653	$	857	$	5.65
Fiscal 2023		32,799	$	167	$	5.10

As of July 28, 2024, the remaining unrecognized compensation expense related to our time-based restricted stock units was $638,000, which is expected to be recognized over a weighted average vesting period of 1.6 years. As of July 28, 2024, the time-based restricted stock units that are expected to vest had a fair value totaling $1.4 million.

~~Dollar amounts are in thousands.~~I-26

Price per share is derived from the closing price of our common stock on the date the respective time-based restricted stock units vested.

We recorded compensation expense of $597,000 and $634,000 within selling, general, and administrative expenses associated with our time-based restricted stock unit awards for the nine-month periods ended January 28, 2024, and January 29, 2023, respectively.

As of January 28, 2024, the remaining unrecognized compensation expense related to our time-based restricted stock units was $1.1 million, which is expected to be recognized over a weighted average vesting period of 1.8 years. As of January 28, 2024, the time-based restricted stock units that are expected to vest had a fair value totaling $1.6 million.

Immediately Vested Common Stock Awards

We granted a total of 16,616 shares of common stock to our outside directors on July 3, 2023. These shares of common stock vested immediately and were measured at their fair value on the date of the grant. The fair value of these awards was $5.04 per share on July 3, 2023, ~~respectively,~~ which represents the closing price of our common stock on the date of grant.

We ~~granted~~recorded ~~a total of 17~~$84,~~819,~~000 ~~18,326, and 19,753 shares~~ of ~~common~~compensation ~~stock~~expense towithin ~~our outside directors on January 3~~selling, ~~2023~~general, ~~October 3, 2022,~~ and ~~July~~administrative 1,expenses ~~2022,~~for ~~respectively. These shares of~~ common stock ~~vested~~awards that immediately ~~and~~vested ~~were~~to ~~measured~~our atoutside ~~their~~directors ~~fair~~for ~~value on~~ the ~~date~~three-month ofperiods ~~the~~ended ~~grant. The fair value of these awards was $4.70, $4.57, and $4.24 per share on January 3, 2023, October 3, 2022, and~~ July 130, ~~2022, respectively, which represents the closing price of our common stock on the date of grant~~2023.

We recorded $84,000 and $251,000 of compensation expense within selling, general, and administrative expenses for common stock awards to our outside directors for the nine-month periods ended January 28, 2024, and January 29, 2023, respectively.

16. Leases

Overview

We lease manufacturing facilities, showroom and office space, distribution centers, and equipment under operating lease arrangements. Our operating leases have remaining lease terms of one to ~~eight~~seven years, with renewal options for additional periods ranging up to twelve years.

Balance Sheet

The right of use assets and lease liabilities associated with our operating leases as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, are as follows:

(dollars in thousands)

~~January~~July 28,2024

~~January~~July 2930,2023

April 3028,~~2023~~ 2024

Right of use assets

64,~~952~~483

87,~~913~~466

86,~~191~~203

Operating lease liability - current

21,~~524~~565

2,~~785~~558

2,~~640~~061

Operating lease liability – noncurrent

2,~~656~~219

42,~~399~~994

32,~~612~~422

Supplemental Cash Flow Information

	Nine MonthsEnded		Nine MonthsEnded
	Three MonthsEnded		Three MonthsEnded
(dollars in thousands)	~~January~~July 28, 2024		~~January~~July 2930, 2023
Operating lease liability payments	$	~~1,992~~592	$	~~1,704~~656
Right of use assets exchanged for lease liabilities		~~978~~—		~~731~~—

Operating lease expense for the three-month periods ended ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, was $~~789~~791,000 and $~~921~~774,000, respectively. ~~Operating~~Short-term lease ~~expense~~and variable lease expenses were immaterial for the ~~nine~~three-month periods ended ~~January~~July 28, 2024, and ~~January~~July 2930, 2023~~, was $2~~.~~3 million~~

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and $2.9 million, respectively. Short-term lease and variable lease expenses were immaterial for the three-month and nine-month periods ended January 28, 2024, and January 29, 2023.

Other Information

Maturity of our operating lease liabilities for the remainder of fiscal ~~2024~~2025, the subsequent next four fiscal years, and thereafter follows:

(dollars in thousands)
2024		614
2025		1,390
2025		2,248
2026		942
2026		950
2027		608
2027		609
2028		225
Thereafter		804
2029		227
	$	5,450
Thereafter		577
Less: interest		(270	)
	$	3,969
Present value of lease liabilities	$	5,180
Less: interest		(185	)
Present value of lease liabilities	$	3,784

As of ~~January~~July 28, 2024, the weighted average remaining lease term and discount rate for our operating leases follows:

	January 28, 2024
	July 28, 2024
Weighted average lease term (in years)	3.7299
Weighted average discount rate		43.0049	%

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17. Commitments and Contingencies

Litigation

The company is involved in legal proceedings and claims which have arisen in the ordinary course of business. Management has determined that it is not reasonably possible that these actions, when ultimately concluded and settled, will have a material adverse effect upon the consolidated financial position, consolidated results of operations, or consolidated cash flows of the company.

Accounts Payable – Capital Expenditures

As of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, we had amounts due regarding capital expenditures totaling $1956,000, $25257,000, and $56343,000, respectively, which pertained to outstanding vendor invoices, none of which were financed.

Purchase Commitments – Capital Expenditures

As of ~~January~~July 28, 2024, we had open purchase commitments to acquire equipment for our mattress fabrics segment totaling $~~880~~275,000.

18. Statutory Reserves

Our subsidiary located in China was required to transfer 10% of its net income, as determined in accordance with the People’s Republic of China (PRC) accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reached 50% of the company’s registered capital. As of ~~January~~July 28, 2024, the statutory surplus reserve fund represents the 50% registered capital requirement, and therefore, our subsidiary located in China is no longer required to transfer 10% of its net income in accordance with PRC accounting rules and regulations.

The transfer to this reserve must be made before distributions of any dividend to shareholders. As of ~~January~~July 28, 2024, the company’s statutory surplus reserve was $4.10 million. The statutory surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any. The statutory surplus reserve fund may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

The company’s subsidiary located in China can transfer funds to the parent company, except for the statutory surplus reserve of $4.10 million, to assist with debt repayment, capital expenditures, and other expenses of the company’s business.

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19. Common Stock Repurchase Program

In March 2020, our board of directors approved an authorization for us to acquire up to $5.0 million of our common stock. Under the common stock repurchase program, shares may be purchased from time to time in open market transactions, block trades, through plans established under the Securities Exchange Act Rule 10b5-1, or otherwise. The number of shares purchased and the timing of such purchases are based on working capital requirements, market and general business conditions, and other factors, including alternative investment opportunities.

We did not repurchase any shares of common stock during the ~~nine~~three-month periods ending ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, respectively.

As of ~~January~~July 28, 2024, $3.2 million is available for additional repurchases of our common stock.

I-3028

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This report ~~and~~contains ~~the exhibits attached hereto contain~~ “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934). Such statements are inherently subject to risks and uncertainties that may cause actual events and results to differ materially from such statements. Further, forward looking statements are intended to speak only as of the date on which they are made, and we disclaim any duty to update or alter such statements to reflect any changes in management’s expectations or any change in the assumptions or circumstances on which such statements are based, whether due to new information, future events, or otherwise. Forward-looking statements are statements that include projections, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often but not always characterized by qualifying words such as “expect,” “believe,” “will,” “may,” “should,” “could,” “potential,” “continue,” “target,” “predict”, “seek,” “anticipate,” “estimate,” “intend,” “plan,” “project,” and their derivatives, and include but are not limited to statements about expectations, projections, or trends for our future operations, strategic initiatives and plans, restructuring actions, production levels, new product launches, sales, profit margins, profitability, operating (loss) income, capital expenditures, working capital levels, cost savings (including, without limitation, anticipated cost savings from restructuring actions), income taxes, SG&A or other expenses, pre-tax (loss) income, earnings, cash flow, and other performance or liquidity measures, as well as any statements regarding dividends, share repurchases, liquidity, use of cash and cash requirements, borrowing capacity, investments, potential acquisitions, restructuring and restructuring-related charges, expenses, and/or credits, future economic or industry trends, public health epidemics, or future developments. There can be no assurance that we will realize these expectations or meet our guidance, or that these beliefs will prove correct.

Factors that could influence the matters discussed in such statements include the level of housing starts and sales of existing homes, consumer confidence, trends in disposable income, and general economic conditions. Decreases in these economic indicators could have a negative effect on our business and prospects. Likewise, increases in interest rates, particularly home mortgage rates, and increases in consumer debt or the general rate of inflation, could affect us adversely. The future performance of our business depends in part on our success in conducting and finalizing acquisition negotiations and integrating acquired businesses into our existing operations. Changes in consumer tastes or preferences toward products not produced by us could erode demand for our products. Changes in tariffs or trade policy, including changes in U.S. trade enforcement priorities, or changes in the value of the U.S. dollar versus other currencies, could affect our financial results because a significant portion of our operations are located outside the United States. Strengthening of the U.S. dollar against other currencies could make our products less competitive on the basis of price in markets outside the United States, and strengthening of currencies in Canada and China can have a negative impact on our sales of products produced in those places. In addition, because our foreign operations use the U.S. dollar as their functional currency, changes in the exchange rate between the local currency of those operations and the U.S dollar can affect our reported profits from those foreign operations. Also, economic or political instability in international areas could affect our operations or sources of goods in those areas, as well as demand for our products in international markets. The impact of public health epidemics on employees, customers, suppliers, and the global economy, such as the ~~global~~recent coronavirus pandemic ~~currently affecting countries around the world~~, could also adversely affect our operations and financial performance. In addition, the impact of potential ~~goodwill~~asset impairments, including impairments of property, plant, and equipment, inventory, or intangible ~~asset~~assets, ~~impairments~~as well as the impact of valuation allowances applied against our net deferred income tax assets, could affect our financial results. Increases in freight costs, labor costs, and raw material prices, including increases in market prices for petrochemical products, can also significantly affect the prices we pay for shipping, labor, and raw materials, respectively, and in turn, increase our operating costs and decrease our profitability. ~~Finally~~Also, our success in diversifying our supply chain with reliable partners to effectively service our global platform could affect our operations and adversely affect our financial results. Finally, the future performance of our business also depends on our ability to successfully restructure our mattress fabric operations and return the segment to profitability. Further information about these factors, as well as other factors that could affect our future operations or financial results and the matters discussed in forward-looking statements, ~~are~~is included in Item 1A “Risk Factors” ~~section~~ in our most recent Form 10-K and Form 10-Q reports filed with the Securities and Exchange Commission. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Additional risks and uncertainties that we do not presently know about or that we currently consider to be immaterial may also affect our business operations and financial results.

IMany of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this report as anticipated, believed, estimated, expected, intended, planned or projected. The forward-31looking statements included in this report are made only as of the date of of this report. Unless required by United States federal securities laws, we neither intend nor assume any obligation to update these forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Additional risks and uncertainties that we do not presently know about or that we currently consider to be immaterial may also affect our business operations or financial results.

I-29

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes and other exhibits included elsewhere in this report.

General

Our fiscal year is the 52 or 53-week period ending on the Sunday closest to April 30. The ~~nine~~three months ended ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, both represent 3913-week periods.

Our operations are classified into two business segments: mattress fabrics and upholstery fabrics.

Mattress Fabrics

The mattress fabrics segment manufactures, sources, and sells fabrics and mattress covers primarily to bedding manufacturers. Currently, we have mattress fabric manufacturing operations located in Stokesdale, NCNorth Carolina, and Quebec, Canada,. ~~and~~We also have a mattress cover operation located in Ouanaminthe, Haiti.

On April 29, 2024 (the first quarter of fiscal 2025), our board of directors made a decision to (1) consolidate the company's North American mattress fabrics operations, including a gradual discontinuation of operations and sale of the company's manufacturing facility located in Quebec, Canada; (2) move a portion of the knitting and finishing capacity from the company's manufacturing facility located in Quebec, Canada to the company's manufacturing facility located in Stokesdale, North Carolina; (3) transition the mattress fabrics segment's weaving operation to a strategic sourcing model through the company's long standing supply partners; and (4) consolidate the company's sewn mattress cover operation located in Ouanaminthe, Haiti, from two leased facilities into one building and reduce other operating expenses at this location. See Note 9 of the consolidated financial statements for further details regarding our restructuring activities.

Upholstery Fabrics

The upholstery fabrics segment develops, sources, manufactures, and sells fabrics primarily to residential, commercial, and ~~commercial~~hospitality furniture manufacturers. ~~Currently,~~We we have upholstery fabric operations located in Shanghai, China, and Burlington, NCNorth Carolina. During the ~~third~~fourth quarter of fiscal ~~2022~~2024, we ~~commenced~~established ~~operation of~~ a ~~new~~wholly-owned ~~leased~~subsidiary, ~~facility~~Culp ~~located~~Fabrics inVietnam ~~Ouanaminthe~~Limited, ~~Haiti,~~with ~~dedicated~~an toadministrative ~~the~~office ~~production~~located ofin ~~cut~~Ho ~~and~~Chi ~~sewn~~Minh ~~upholstery kits. However~~City, ~~due to a decline in demand~~Vietnam, wefor ~~(i) terminated~~ the ~~agreement~~purpose ~~to lease this new facility during the third quarter~~ of ~~fiscal~~enhancing ~~2023,~~our ~~(ii)~~strategic ~~relocated~~sourcing aopportunities ~~scaled-down upholstery cut~~ and ~~sew~~to ~~operation~~further ~~into~~diversify our ~~existing~~supply ~~mattress~~chain ~~cover facility located~~ in Ouanaminthe, Haiti, during the fourth quarter of fiscal 2023, and (iii) thereafter discontinued the production of cut and sewn upholstery kits in Haiti during the latter part of the first quarter of fiscal 2024Asia. ~~(See Note 9 to the consolidated financial statements for further details.)~~

Additionally, Read Window Products, LLC (“Read”), a wholly-owned subsidiary with operations located in Knoxville, TNTennessee, and Burlington, North Carolina (within an existing upholstery fabrics facility), provides window treatments and sourcing of upholstery fabrics and other products, as well as measuring and installation services for Read’s products, to customers in the hospitality and commercial industries. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows.

Executive Summary

I-30

Results of Operations

	Three Months Ended
(dollars in thousands)	~~January~~July 28,2024			~~January~~July 2930, 2023			Change
Net sales	$	6056,~~418~~537		$	5256,~~523~~662		~~15.~~(0.2)%
Gross profit		75,~~703~~076			27,~~093~~085		~~268~~(28.04)%
Gross margin		129.70	%		412.05	%	~~876bp~~(350)bp
Selling, general, and administrative expenses		9,~~493~~296			9,~~165~~829		3(5.64)%
Restructuring (credit) expense		(50	)		711		(107.0)%
Restructuring expense		2,631			338		678.4%
Loss from operations		(16,~~740~~851	)		(73,~~783~~082	)	~~(77~~122.6)3%
Operating margin		(212.91	)%		(145.84	)%	~~1194bp~~(670)bp
Loss before income taxes		(27,~~161~~021	)		(82,~~682~~641	)	~~(75~~165.1)8%
Income tax expense		~~1,027~~240			~~286~~701		~~259~~(65.18)%
Net loss		(37,~~188~~261	)		(83,~~968~~342	)	~~(64~~117.5)3%

I-32

	Nine Months Ended
(dollars in thousands)	January 28,2024			January 29,2023			Change
Net sales	$	175,804		$	173,508		1.3%
Gross profit		22,737			4,008		467.3%
Gross margin		12.9	%		2.3	%	1062bp
Selling, general, and administrative expenses		29,366			27,133		8.2%
Restructuring expense		432			1,326		(67.4)%
Loss from operations		(7,061	)		(24,451	)	(71.1)%
Operating margin		(4.0	)%		(14.1	)%	1008bp
Loss before income taxes		(6,710	)		(24,507	)	(72.6)%
Income tax expense		2,244			2,332		(3.8)%
Net loss		(8,954	)		(26,839	)	(66.6)%

Net Sales

Overall, our consolidated net sales for the ~~third~~first quarter of fiscal ~~2024~~2025 ~~increased~~were byflat ~~15%~~ compared with the same period a year ago, with mattress fabrics sales ~~increasing~~decreasing 213.69% and upholstery fabrics sales increasing ~~9.2%. Our net sales for the first nine months of fiscal 2024 increased by 1.~~3~~% compared with the same period a year ago, with mattress fabrics sales increasing 12~~.97% ~~and upholstery fabrics sales decreasing 8~~.~~6%.~~

The ~~increase~~decrease in net sales infor our mattress fabrics segment, ~~for~~as ~~both~~compared ~~the~~to ~~third quarter and~~ the ~~first~~prior-year ~~nine~~period, ~~months~~reflects ofreduced ~~fiscal~~demand ~~2024~~as ~~was~~a ~~primarily~~result ~~driven~~of byweakness ~~new~~in ~~fabric~~the ~~and~~domestic ~~sewn~~mattress ~~cover~~industry. ~~placements~~The ~~that~~increase ~~are~~in ~~priced~~net insales ~~line~~for ~~with~~our ~~current~~upholstery ~~costs,~~fabrics ~~and,~~segment toreflects aimproved ~~lesser~~demand ~~extent,~~for ~~SKU~~our ~~rationalization~~residential and ~~the~~hospitality/commercial ~~re-pricing~~upholstery offabric ~~some~~products ~~underperforming~~as ~~SKUs~~compared to ~~reflect~~the ~~current~~prior-year ~~costs, resulting in higher average selling prices overall~~period.

The increase in net sales for our upholstery fabrics segment for the third quarter of fiscal 2024 was driven by the timing of the Chinese New Year holiday (which falls primarily in the fourth quarter of fiscal 2024, as compared to the third quarter of fiscal 2023), as well as improved residential home furnishing sales during the period.

The decrease in net sales for our upholstery fabrics segment for the first nine months of fiscal 2024 reflects reduced demand for our residential upholstery fabrics products during the first half of the year, driven by a slowdown in new retail business in the residential home furnishings industry during this period.

See the Segment Analysis section below for further details.

Loss Before Income Taxes

Overall, our loss before income taxes for the ~~third~~first quarter of fiscal ~~2024~~2025 was $(27.20) million, compared with loss before income taxes of $(82.~~7) million for the prior-year period, while our loss before income taxes for the first nine months of fiscal 2024 was $(~~6.7) million, ~~compared with loss before income taxes of $(24.5)~~ for the prior-year period.

Operating performance for the ~~third~~first quarter of fiscal ~~2024~~2025, as compared to the prior-year period, was ~~positively~~negatively affected by ~~higher~~manufacturing ~~sales~~inefficiencies ~~volume~~primarily ~~and~~related ato ~~more~~the ~~profitable~~significant ~~mix~~restructuring ofactivity ~~sales~~underway ~~for~~in ~~both~~ the mattress fabrics ~~and~~segment, ~~upholstery~~along ~~fabrics~~with ~~segment;~~$2.7 amillion ~~more~~in ~~favorable~~restructuring ~~foreign~~and ~~exchange~~restructuring-related ~~rate~~charges ~~associated~~during ~~with~~the ~~our~~period ~~upholstery~~(compared ~~fabrics~~with ~~operation~~$517,000 in ~~China;~~restructuring and ~~fixed~~restructuring-related ~~cost~~charges ~~savings~~during in the ~~upholstery~~prior-year ~~fabrics segment~~period). These factors were partially offset by ~~higher~~improved ~~SG&A~~operating ~~expense~~performance ~~during~~from ~~the~~our ~~period,~~upholstery ~~as well as production inefficiencies relating to the start up of certain new product launches in the mattress~~ fabrics segment~~. Notably~~, ~~operating~~as ~~performance~~well ~~for~~as ~~the~~lower ~~third~~SG&A ~~quarter of fiscal 2023 was negatively affected by restructuring and related charges associated with our upholstery fabrics segment~~expenses.

Operating performance for the first nine months of fiscal 2024 was positively affected by the same factors that affected the third quarter, as well as better inventory management. These factors were partially offset by higher SG&A expense over the nine-month period; lower residential upholstery fabrics sales during the first six months of fiscal 2024; and production inefficiencies that negatively affected our mattress fabrics segment during the third quarter of fiscal 2024. Notably, operating performance for the first nine months of fiscal 2023 was negatively affected by inventory impairment charges and inventory closeout sales for our mattress fabrics segment; higher than normal markdowns of inventory for our upholstery fabrics segment; and restructuring and related charges associated with our upholstery fabrics segment.

I-33

See the Segment Analysis section below for further details.

Income Taxes

We recorded income tax expense of $~~2.2 million~~240,000, or (333.4%) of loss before income taxes, for the ~~nine~~three-month period ~~ending~~ended ~~January~~July 28, 2024, compared with income tax expense of $~~2.3 million~~701,000, or (926.5%) of loss before income taxes, for the ~~nine~~three-month period ~~ending~~ended ~~January~~July 2930, 2023.

Our consolidated effective income tax rates during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025 and ~~the first nine months of~~ fiscal ~~2023~~2024 were both adversely affected by the mix of earnings between our U.S. operations and foreign subsidiaries, as our taxable income stems ~~from~~mostly ~~our China operations during fiscal 2024 and~~ from our ~~China and Canada~~ operations ~~during~~located ~~fiscal~~in ~~2023~~China, which ~~have~~has a higher income tax ~~rates~~rate than the U.S. In addition, during ~~both~~ the first ~~nine~~quarters ~~months~~ of fiscal ~~2024~~2025 and fiscal ~~2023~~2024, we incurred pre-tax losses associated with our U.S. operations, for which an income tax benefit was not recorded due to the full valuation allowance applied against our U.S. net deferred income tax assets. The income tax charge associated with the full valuation allowance applied against our U.S. net deferred income tax assets was ~~lower~~higher during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025 as compared with the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024, as our $(117.30) million U.S. pre-tax loss incurred during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025 was significantly ~~lower~~greater than the $(283.83) million U.S. pre-tax loss incurred during the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024.

During the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025, we incurred a ~~lower~~greater consolidated pre-tax loss totaling $(6.7.0) million, compared with $(242.56) million during the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024. As a result, the principal differences between income tax expense at the U.S. federal income tax rate and the effective income tax rate reflected in the consolidated financial statements were more pronounced during the first ~~nine~~quarter ~~months~~ of fiscal 2024, as compared with the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2025.

Refer to Note 14 of the consolidated financial statements for further details regarding our provision for income taxes.

I-31

Liquidity

As of ~~January~~July 28, 2024, our cash and cash equivalents (collectively, “cash”) totaled $1213.65 million, aan ~~decrease~~increase of $83.45 million compared with cash of $2110.0 million as of April 3028, ~~2023~~2024. This ~~decrease~~increase was mostly due to ~~net~~$4.0 ~~cash~~million ~~used~~ in ~~operating~~cash ~~activities~~proceeds ~~totaling~~from ~~$(6.0)~~borrowings ~~million~~on ~~and~~our ~~capital~~line ~~expenditures~~of ~~mostly~~credit ~~related~~associated towith our ~~mattress~~operations ~~fabrics~~located ~~segment~~in ~~totaling $(3.2) million~~China, partially offset by ~~proceeds~~capital ~~from~~expenditures ~~the sale of rabbi trust investments~~ totaling $1501,000.2 million to fund withdrawals from our deferred compensation plan for certain retired employees (see offsetting decrease to the decrease in deferred compensation liability in item (iii) of the below paragraph).

Our net cash used in operating activities was $~~(6.0)~~206,000 ~~million~~ during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025, a decrease of $104.62 million compared with net cash ~~provided~~used byin operating activities of $4.64 million during the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024. This trend ~~primarily~~mostly reflects (i) a ~~significant~~ decrease in ~~inventory~~accounts payable and accrued expenses during the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024 due to ~~improved~~a ~~alignment~~decline ofin ~~inventory~~net ~~purchases~~sales ~~with~~for ~~customer~~the ~~demand~~first ~~trends,~~quarter ~~promotional~~of ~~programs~~fiscal to2024 ~~reduce~~as ~~aged~~compared ~~raw~~with ~~materials~~the ~~and~~first ~~finished~~quarter ~~goods~~of ~~inventory~~fiscal 2023, ~~and~~which ~~a significant~~ decline indid ~~net~~not ~~sales~~recur ~~(27.1%)~~ during the ~~period,~~first ~~which~~quarter ~~did~~of ~~not~~fiscal ~~recur~~2025 ~~during~~as compared with the first ~~nine~~quarter ~~months~~ of fiscal 2024; (ii) ~~annual~~a ~~incentive~~decrease ~~payments~~in ~~made~~inventory ~~during~~due to improved inventory management for both the ~~first~~mattress ~~quarter~~fabrics and upholstery fabrics segments and due to the gradual wind down of ~~fiscal~~operations ~~2024~~at the company's manufacturing facility in Quebec, ~~which~~Canada, ~~did~~as ~~not~~described ~~occur~~below ~~during~~in the ~~first~~section ~~quarter~~below titled “—Segment Analysis — Mattress Fabrics Segment — Restructuring Activities” of ~~fiscal~~this ~~2023~~Item 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ; and (iii) ~~payments~~a todecrease ~~certain~~in ~~retired~~accounts ~~employees~~receivable ~~totaling~~during ~~$1.2~~the ~~million~~first ~~for~~quarter ~~withdrawals~~of ~~from~~fiscal ~~our~~2024 ~~deferred~~due ~~compensation~~to ~~plan~~a decline in net sales during the first ~~nine~~quarter ~~months~~ of fiscal 2024; ~~partially~~as ~~offset~~compared bywith ~~(iv)~~the anfirst ~~increase~~quarter inof ~~cash~~fiscal ~~earnings~~2023, which decline did not recur during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025 as compared with the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024.

As of ~~January~~July 28, 2024, ~~there~~we ~~were~~had no outstanding borrowings totaling $4.0 million under ~~our~~a ~~lines~~line of credit agreement associated with our operations located in China.

I-34

Segment Analysis

Mattress Fabrics Segment

	Three Months Ended
(dollars in thousands)	~~January~~July 28,2024			~~January~~July 2930, 2023			Change
Net sales	$	3028,~~021~~076		$	2429,~~697~~222		21(3.69)%
Gross profit (loss)		1,520			(1,237	)	(222.9)%
Gross (loss) profit		(326	)		1,994		(116.3)%
Gross profit margin		5.(1.2	)%		(56.08	)%	~~1007bp~~(800)bp
Selling, general, and administrative expenses		3,~~102~~223			23,~~992~~393		3(5.70)%
Loss income from operations		(1,582	)		(4,229	)	(62.6)%
Restructuring expense		2,499			—		100.0%
Operating margin		(5.3	)%		(17.1	)%	1185bp
Loss from operations		(3,549	)		(1,398	)	153.9%
Operating margin		(12.6	)%		(4.8	)%	(780)bp

	Nine Months Ended
(dollars in thousands)	January 28,2024			January 29,2023			Change
Net sales	$	90,619		$	80,299		12.9%
Gross profit (loss)		5,997			(7,330	)	(181.8)%
Gross margin		6.6	%		(9.1	)%	1575bp
Selling, general, and administrative expenses		9,913			8,821		12.4%
Loss from operations		(3,916	)		(16,151	)	(75.8)%
Operating margin		(4.3	)%		(20.1	)%	1579bp

Net Sales

Mattress fabrics sales ~~increased~~decreased 213.69% induring the ~~third~~first quarter of fiscal ~~2024~~2025 compared to the prior-year period. ~~Mattress fabrics sales increased 12.9% in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023.~~

~~The~~This ~~increase~~decrease in net sales infor our mattress fabrics segment ~~for~~reflects ~~both~~reduced ~~the~~demand ~~third~~due ~~quarter~~to ~~and~~weakness in the ~~first~~domestic ~~nine~~mattress ~~months~~industry, ~~of fiscal 2024 was primarily~~ driven by ~~new~~a ~~fabric~~challenging ~~and~~macroeconomic ~~sewn~~environment ~~cover placements~~ that ~~are~~has ~~priced~~affected inconsumer ~~line~~discretionary ~~with~~spending ~~current raw material~~ and ~~operational~~housing costs, and, to a lesser extent, SKU rationalization and the re-pricing of some underperforming SKUs to reflect current costs, resulting in higher average selling prices as compared to historical average selling pricesmarkets.

~~During~~Based ~~the~~on ~~third~~demand ~~quarter~~trends and ongoing macroeconomic challenges, we ~~maintained~~took ~~our~~aggressive ~~focus~~action onduring ~~executing~~the ~~our~~first ~~product-driven~~quarter ~~strategy~~of ~~with~~fiscal an2025 ~~ongoing~~to ~~emphasis~~bring onour ~~innovation,~~manufacturing ~~design~~costs ~~creativity,~~ and ~~customer~~capacity ~~relationships.~~in ~~The~~line ~~strength~~with current and ~~flexibility~~expected ofdemand. ~~our~~We ~~global~~announced ~~manufacturing~~a ~~and~~major ~~sourcing~~restructuring ~~operations~~plan inprimarily ~~the~~focused ~~U.S.,~~on ~~Canada,~~the ~~Haiti,~~mattress ~~Asia,~~fabrics ~~and~~segment ~~Turkey~~early ~~continued~~in tothe ~~support~~quarter, ~~the~~and ~~evolving~~we ~~needs~~are ofmaking ~~our~~steady ~~mattress~~progress ~~fabrics~~on ~~and~~the ~~cover~~execution ~~customers~~of ~~during~~this ~~the~~restructuring ~~period.~~plan, Wewhich ~~also~~is ~~continued~~expected to ~~implement~~be ~~improvement~~mostly ~~initiatives~~completed toby ~~support~~the ~~future~~end ~~profitable~~of ~~sales~~this ~~growth~~calendar ~~and~~year. See ~~enhance~~“—Restructuring ~~operating~~Activities” ~~efficiencies~~below for further details.

Looking ahead, we are diligently focused on winning new placements to ~~drive~~increase revenue and ~~increase~~ margins. ~~We are optimistic about the mid-to-long term growth potential for our business and believe our market position is strong.~~ However, ~~the~~with ~~industry~~no ~~demand~~ascertainable ~~backdrop~~catalysts ~~has~~that ~~deteriorated~~might ~~further~~be ~~than~~ expected ~~during~~to ~~the~~drive ~~first~~recovery ~~few~~in ~~weeks of~~ the ~~fourth~~near ~~quarter.~~term, Wewe expect the current ~~macro-economic~~macroeconomic ~~conditions~~environment will continue to ~~affect~~pressure consumer spending ~~trends~~and ~~for~~housing ~~some~~market ~~time,~~trends ~~resulting~~(and inour ~~ongoing~~net ~~industry~~sales) ~~softness~~for ~~that~~some ~~could affect near-term sales results~~time. In the face of these macro headwinds, we are working to manage the aspects of our business we can control., Weincluding ~~believe we will mitigate demand pressures to some extent by~~ the ~~continued~~execution ~~rollout~~ of ~~new~~our ~~programs~~restructuring ~~priced~~plan. inWe ~~line~~believe ~~with~~the ~~current~~strategic ~~costs,~~actions ~~along~~we ~~with~~are ~~opportunities~~taking towill ~~make~~position ~~additional~~us ~~gains~~for ~~with~~profitable ~~customers.~~growth ~~However~~opportunities, but greater macro-industry and end-consumer support will be needed to drive recovery in the mattress industry and support our future sales growth. Additionally, the potential ongoing geopolitical disruptions related to wars in Ukraine and the Middle East, ~~as well as possible economic and health effects from additional surges in the coronavirus,~~ remain unknown and depend on factors beyond our knowledge or control. These situations could cause disruption to global markets that could adversely affect our operations and financial performance.

I-32

Gross Profit, Selling, General & Administrative Expenses, and Loss from Operations

~~The~~Loss ~~decrease~~from inoperations ~~this~~was ~~segment’s~~$3.5 ~~operating~~million ~~loss~~for ~~during~~ the ~~third~~first quarter of fiscal ~~2024~~2025, as compared to ~~the~~loss ~~prior-year~~from ~~period,~~operations ~~was primarily due to higher sales~~ of ~~products with better pricing and margins, as well as a more favorable product mix~~$1.4 ~~These~~million ~~factors~~for ~~were partially offset by production inefficiencies mostly relating to~~ the ~~start~~first upquarter of ~~certain~~fiscal ~~new product launches, as well as higher SG&A expense~~2024.

~~The~~Operating ~~decrease~~performance infor ~~operating loss during~~ the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025, as compared to the prior-year period, ~~(which~~ was ~~negatively~~pressured ~~affected~~ by ~~certain~~lower ~~inventory~~sales ~~impairment~~volumes ~~charges~~ and ~~losses~~manufacturing ~~from~~inefficiencies ~~inventory~~primarily ~~close~~related ~~out~~to ~~sales),~~our ~~was~~significant ~~primarily~~restructuring ~~due~~initiatives to ~~the~~gradually ~~same~~wind ~~factors~~down ~~that~~our ~~positively~~Canadian ~~affected~~operation ~~the~~and ~~third~~move ~~quarter,~~certain ~~along~~knitting ~~with~~equipment ~~better~~to ~~inventory~~our ~~management~~Stokesdale, North Carolina, manufacturing facility. These factors were partially offset by lower SG&A expense for the quarter.

IWe expect manufacturing inefficiencies related our restructuring initiatives, as well as ongoing industry softness affecting sales volumes, will affect profitability through at least the second quarter of fiscal 2025, as we work to implement our restructuring plan to align capacity with current and expected demand. However, we expect these restructuring initiatives, once fully implemented, will enable the mattress fabrics segment to grow more efficiently and profitably with a lower level of fixed costs, even at currently depressed sales levels. See “—Restructuring Activities” below for further details. Importantly, these strategic steps do not limit our ability to grow the mattress fabrics business, but instead allow us to better optimize our global mix of manufacturing capabilities and long-35term sourcing partners. We will also consider further adjustments to right-size and restructure our operations as necessary to align with current demand levels, as well as additional reasonable pricing actions as competitive conditions permit to further mitigate and manage inflation.

byRestructuring ~~higher SG&A expense during the period, as well as the production inefficiencies relating to the start up of certain new product launches that negatively affected the third quarter.~~ Activities

~~Higher~~On ~~SG&A~~April ~~expense~~29, ~~during~~2024 ~~both~~(first quarter of fiscal 2025), our board of directors made a decision to (1) consolidate the ~~third~~company's ~~quarter~~North American mattress fabrics operations, including a gradual discontinuation of operations and sale of the ~~first~~company's ~~nine~~manufacturing ~~months~~facility oflocated ~~fiscal~~in ~~2024~~Quebec, asCanada; ~~compared~~(2) tomove a portion of the ~~prior-year~~knitting ~~periods,~~and ~~was~~finishing ~~due~~capacity ~~mostly~~from tothe ancompany's ~~increase~~manufacturing facility located in ~~provision~~Quebec, ~~for~~Canada ~~bad~~to ~~debts~~the ~~(reflecting~~company's ~~current~~manufacturing ~~unfavorable~~facility ~~macro-economic~~located ~~conditions~~in ~~relating~~Stokesdale, toNorth ~~bedding~~Carolina; ~~products~~(3), antransition ~~increase~~the inmattress ~~sampling~~fabrics ~~expense~~segment's ~~driven~~weaving byoperation ~~new~~to ~~product~~a ~~roll~~strategic ~~outs~~sourcing model through the company's long standing supply partners; and an(4) ~~increase~~consolidate the company's two leased facilities related to the sewn mattress cover operation into one facility located in ~~personnel;~~Ouanaminthe, ~~partially~~Haiti, ~~offset~~and byreduce ~~lower~~other ~~compensation~~operating ~~expense~~expenses at this location.

We expect the ~~ongoing~~gradual ~~(and~~discontinuance ~~further~~of ~~deteriorating)~~operations ~~industry~~and ~~softness~~the ~~affecting~~closure ~~sales~~of ~~volumes~~the ~~will~~facility ~~continue~~located toin ~~affect~~Quebec, ~~profitability for this segment~~Canada, ~~although we believe these headwinds~~ will be ~~mitigated~~completed ~~to some extent~~ by ~~our~~December ~~ongoing~~31, ~~efforts~~2024. toThe ~~improve~~consolidation ~~operational~~activity ~~efficiencies~~associated ~~and~~with ~~control~~the ~~internal~~sewn ~~costs,~~mattress ascover ~~well~~operation aslocated ~~our~~in ~~continued~~Haiti ~~roll~~was ~~out~~completed ofduring ~~new~~the ~~products~~first ~~priced~~quarter inof ~~line~~fiscal ~~with current costs~~2025. ~~Additionally,~~These ~~the~~actions ~~internal~~are ~~inefficiencies~~expected ~~relating~~ to ~~the~~result ~~start~~in uprestructuring and ~~production~~restructuring ofrelated ~~certain~~charges ~~new~~of ~~products~~approximately ~~that~~$5.0 ~~negatively~~million ~~affected this segment's operating performance~~ during ~~the~~fiscal ~~third~~2025, ~~quarter~~ of ~~fiscal~~which ~~2024~~approximately ~~are~~$2.9 ~~also~~million is expected to ~~affect~~be ~~operating~~cash ~~performance during the fourth quarter~~expenditures.

~~Looking~~The ~~ahead,~~$5.0 million of estimated restructuring and restructuring related charges associated with ~~the~~our ~~uncertainty~~mattress fabrics segment represents (i) other associated costs of ~~consumer~~$1.7 ~~demand~~million mostly related to relocating equipment from our facility in ~~the~~Quebec, ~~near~~Canada, ~~term~~to our facility in Stokesdale, weNorth ~~are~~Carolina; ~~evaluating~~(ii) ~~strategic~~additional ~~actions~~depreciation expense of $1.4 million related to ~~adjust~~the ~~and~~shortening ~~right-size~~of useful lives of equipment resulting from the gradual discontinuation of our ~~global~~Canadian ~~platform~~operations; to(iii) ~~align~~employee ~~with~~termination ~~current~~benefits ~~demand~~of ~~levels~~$1.2 million; (iv) lease termination costs of $531,000; ~~while~~(v) ~~still~~writedowns ~~supporting~~and ~~our~~other ~~valued~~inventory ~~customers~~related adjustments of $116,000; and (vi) impairment charges and losses on the disposal of equipment totaling $95,000. WeThese restructuring and restructuring related charges exclude any expected gain on the sale of real estate associated with the closure of the Canadian facility, the amount of which is currently undetermined but which will ~~also~~ultimately ~~consider~~reduce ~~additional~~the ~~reasonable~~amount ~~pricing~~of ~~actions~~the asrestructuring ~~competitive~~charges ~~conditions~~incurred. ~~permit~~Based toon ~~further~~management's ~~mitigate~~internal analysis we expect cash proceeds from the sale of real estate (net of all taxes and ~~manage~~commissions) ~~inflation~~to exceed the amount of restructuring charges incurred.

I-33

The following summarizes the restructuring and restructuring related charges for the mattress fabrics segment for the three-month period ending July 28, 2024:


	Three Months Ended
(dollars in thousands)	July 28, 2024
Additional depreciation expense for shortened useful lives of equipment	$	875
Employee termination benefits		587
Lease termination costs		670
Other Associated Costs		272
Loss on disposal and markdowns of inventory		116
Impairment and loss on disposal of equipment		95
Restructuring expense and restructuring related charges (1)	$	2,615

(1) Of the total $2.6 million restructuring and restructuring related charges, $2.5 million and $116,000 were classified within restructuring expense and cost of sales, respectively, in the Consolidated Statement of Net Loss for the three-month period ending July 28, 2024.

Refer to Note 9 of the the consolidated financial statements for further details.

Segment assets

Segment assets consist of accounts receivable, inventory, property, plant, and equipment, ~~and~~ right of use assets., and assets held for sale:

(dollars in thousands)	~~January~~July 28, 2024		~~January~~July 2930, 2023		April 3028, ~~2023~~2024
Accounts receivable	$	1110,~~463~~094	$	811,~~314~~058	$	1210,~~396~~003
Inventory		2725,~~925~~278		2824,~~757~~579		2527,~~674~~671
Property, plant & equipment		3228,~~263~~844		3432,~~661~~792		3331,~~749~~472
Right of use assets		~~1,798~~568		2,~~476~~139		21,~~308~~627
	$	73,449	$	74,208	$	74,127
Assets held for sale		607		—		—
	$	65,391	$	70,568	$	70,773

Refer to Note 13 of the consolidated financial statements for disclosures regarding determination of our segment assets.

Accounts Receivable

As of ~~January~~July 28, 2024, accounts receivable ~~increased~~decreased by $~~3.1 million~~964,000, or 378.97%, compared with ~~January~~July 2930, 2023. This ~~increase~~ reflects the ~~increase~~decrease in net sales ~~during~~noted ~~the third quarter of fiscal 2024 compared with fiscal 2023, as described in the Net Sales section~~ above. Inand ~~addition,~~faster ~~we experienced slower~~ cash collections asfrom ~~customers~~a ~~did~~significant ~~not~~customer ~~take~~who ~~advantage~~utilized ofmore cash discounts ~~as much~~ during the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with the ~~third~~first quarter of fiscal ~~2023,~~2024. ~~and more customers elected to source our products from China~~Accordingly, ~~(where we have longer payment terms) as opposed to the U.S. This led to an increase in~~ days'’ sales outstanding decreased to 3533 days for the ~~third~~first quarter of fiscal ~~2024~~2025, as compared ~~with~~to 3134 days for the ~~third~~first quarter of fiscal ~~2023~~2024.

As of ~~January~~July 28, 2024, accounts receivable ~~decreased~~remained byflat ~~$933,000, or 7.5%,~~ compared with April 3028, ~~2023~~2024. This ~~decrease~~ primarily reflects an increase in net sales for the first quarter of fiscal 2025, as compared to the fourth quarter of fiscal 2024, offset by faster cash collections, as we ~~had~~experienced faster cash collections from a ~~mix~~significant customer who utilized more cash discounts during the first quarter of ~~higher~~fiscal ~~sales~~2025, toas ~~customers~~compared with ~~longer~~the ~~credit~~first ~~terms~~quarter ~~during~~of fiscal 2024. Net sales for the ~~fourth~~first quarter of fiscal ~~2023~~2025 were $28.1 million, asan increase of 9.0% compared with net sales of $25.8 million during the ~~third~~fourth quarter of fiscal 2024. As a result, days’ sales outstanding decreased to 3533 days ~~during~~for the ~~third~~first quarter of fiscal ~~2024~~2025, aas ~~decrease~~compared ~~from~~to 3735 days ~~during~~for the fourth quarter of fiscal ~~2023~~2024.

Inventory

As of ~~January~~July 28, 2024, inventory ~~decreased~~modestly increased by $~~832~~699,000, or 2.98%, compared with ~~January~~July 2930, 2023. ~~Although~~In ~~net~~connection ~~sales~~with ~~increased~~the byrestructuring ~~21.6%~~activity ~~during~~described ~~the~~above ~~third~~in ~~quarter~~“—Restructuring ~~of fiscal 2024~~Activities,” asthis ~~compared~~trend ~~with~~represents ~~the~~an ~~third~~increase ~~quarter~~in offinished ~~fiscal~~goods ~~2023,~~ inventory ~~modestly~~to ~~decreased~~accommodate ~~during~~customers while the ~~third~~weaving ~~quarter~~operation ofis ~~fiscal~~transitioned ~~2024,~~to asa ~~compared~~strategic ~~with~~sourcing model and knitting and finishing capacity is relocated from the ~~prior-year~~manufacturing ~~period~~facility in Quebec, ~~due~~Canada, to ~~improved~~our ~~raw~~facility ~~materials~~in ~~inventory~~Stokesdale, ~~management~~North Carolina. This increase in ~~relation~~finished togoods ~~current~~inventory ~~customer~~was ~~demand~~partially ~~trends~~offset ~~and~~by ~~promotional~~lower ~~programs~~raw material purchases related to ~~reduce~~the ~~aged~~gradual ~~raw~~discontinuation ~~materials~~of operations of the company's manufacturing facility located in Quebec, Canada, as described above in “—Restructuring Activities,” and ~~finished~~also ~~goods.~~by the decrease in net sales described above.

As of ~~January~~July 28, 2024, inventory ~~increased~~decreased by $2.34 million, or 8.86%, compared with April 3028, ~~2023~~2024. This ~~trend~~decrease ~~primarily~~stems ~~reflects~~from ~~lower than anticipated demands trends during~~ the ~~third~~gradual ~~quarter~~discontinuation of ~~fiscal~~operations ~~2024, compared with the fourth quarter~~ of ~~fiscal 2024. Net sales for~~ the ~~third~~company's ~~quarter~~manufacturing offacility ~~fiscal~~located ~~2024~~in ~~were $30.0 million~~Quebec, ~~a decrease of 2.2%~~Canada, ~~compared~~as ~~with~~described ~~net~~above ~~sales~~in ~~of $30.7 million during the fourth quarter of fiscal 2023.~~

I-3634

~~Inventory~~“—Restructuring ~~turns~~Activities,” ~~were~~and ~~4.0~~from ~~for~~improved inventory management during the ~~third~~first quarter of fiscal ~~2024,~~2025 as compared with ~~3.5 for~~ the ~~third~~fourth quarter of fiscal ~~2023~~2024, ~~and~~taking ~~4.4~~into ~~for~~account ~~the~~current ~~fourth~~and ~~quarter~~expected offuture ~~fiscal~~demand ~~2023~~trends.

Inventory turns were 4.3 for the first quarter of fiscal 2025, as compared with 4.4 for the first quarter of fiscal 2024 and 3.6 for the fourth quarter of fiscal 2024.

Property, Plant, & Equipment

AsDuring offiscal ~~January 28,~~ 2024, ~~property, plant,~~ and ~~equipment~~continuing ~~has~~through ~~steadily~~the ~~decreased~~first ~~compared~~quarter toof ~~January~~fiscal 292025, ~~2023~~property, plant, and ~~April~~equipment ~~30,~~has ~~2023,~~steadily decreased due to reduced capital spending stemming from ~~the~~ current ~~and expected~~ unfavorable macro-economic conditions ~~and~~within ~~our~~the ~~strategic~~home ~~focus~~furnishings onand ~~limited~~bedding ~~capital~~industries, ~~projects~~as ~~that~~well ~~will~~as ~~increase~~the ~~efficiencies~~actions ~~and~~taken ~~improve~~as ~~the~~described ~~quality~~above ofin “—Restructuring ~~our products~~Activities.”

Right of Use Assets

AsDuring fiscal 2024 and continuing through the first quarter of ~~January~~fiscal 282025, ~~2024,~~ right of use assets have steadily decreased due to rent expense incurred over the terms of the existing lease agreements. In addition, in connection with the restructuring activity described above in “—Restructuring Activities,” right of use assets (i) decreased due to the termination of an agreement to lease a facility located in Ouanaminthe, Haiti, and (ii) shortened the period of use associated with two leased facilities located in Quebec, Canada.

The $~~1.8~~568,000 ~~million~~ as of ~~January~~July 28, 2024, represents right of use assets of $~~1.2~~350,000 ~~million~~ and $~~604~~218,000 located in Haiti and Canada, respectively. The $2.51 million as of ~~January~~July 2930, 2023, represents right of use assets of $1.64 million and $~~833~~720,000 located in Haiti, and Canada, respectively. The $21.36 million as of April 3028, ~~2023~~2024, represents right of use assets of $1.51 million and $~~776~~545,000 located in Haiti and Canada, respectively.

Assets Held for Sale

As of July 28, 2024, and in connection with actions described above in “—Restructuring Activities,” we classified certain equipment located at our mattress fabric facility in Quebec, Canada, totaling $357,000 and a right of use asset of $250,000 located at our sewn mattress cover facility located in Ouanaminthe, Haiti, as held for sale. Refer to Note 9 of the the consolidated financial statements for further details.

Upholstery Fabrics Segment

	Three Months Ended
(dollars in thousands)	January 28,2024		January 29,2023		% Change
Non-U.S. Produced	$28,425	94%	$25,514	92%	11.4%
U.S. Produced	1,972	6%	2,312	8%	(14.7)%
Total	$30,397	100%	$27,826	100%	9.2%

	Nine Months Ended
(dollars in thousands)	January 28,2024		January 29,2023		% Change
Non-U.S. Produced	$77,187	91%	$86,633	93%	(10.9)%
U.S. Produced	7,998	9%	6,576	7%	21.6%
Total	$85,185	100%	$93,209	100%	(8.6)%

Net Sales

Upholstery fabrics sales increased 9.2% in the third quarter of fiscal 2024 compared to the prior-year period. Upholstery fabrics sales decreased 8.6% in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023.


	Three Months Ended
(dollars in thousands)	July 28, 2024			July 30, 2023			% Change
Non-U.S. Produced	$	25,337	89%	$	24,633	90%		2.9	%
U.S. Produced		3,124	11%		2,807	10%		11.3	%
Total	$	28,461	100%	$	27,440	100%		3.7	%

~~The~~Upholstery ~~increase in upholstery~~ fabrics ~~net~~ sales ~~during~~increased ~~the~~3.7% ~~third quarter was driven by the timing of the Chinese New Year holiday (which falls primarily~~ in the ~~fourth~~first quarter of fiscal ~~2024,~~2025 ascompared ~~opposed~~ to the ~~third~~prior-year ~~quarter of fiscal 2023), as well as some improvement in residential home furnishing sales during the~~ period. This increase was partially offset by moderately lower sales in our hospitality/contract fabric business primarily due to the impact of winter weather events in January; short-term supply chain issues that affected production in our Read business; and increased construction costs affecting demand for new and ongoing hospitality/contract projects.

~~The~~This ~~decrease~~increase in ~~upholstery fabrics~~ net sales ~~during~~for ~~the~~our ~~first~~upholstery ~~nine~~fabrics ~~months~~segment ofreflects ~~fiscal~~improved ~~2024~~demand ~~reflects~~for ~~softness~~our inresidential ~~the~~upholstery ~~residential~~fabrics ~~home~~business ~~furnishings~~and ~~industry,~~our ~~where~~hospitality/commercial ~~demand~~business ~~was~~as ~~pressured~~compared ~~during~~to the ~~first~~prior-year ~~half~~period, ofalthough ~~the~~overall ~~year~~industry byweakness acontinues ~~challenging~~to ~~macro-economic~~affect ~~environment~~the residential home furnishings industry.

~~Although~~Looking ahead, we ~~saw~~expect ~~a year over year increase in residential fabric sales during~~ the ~~third~~soft ~~quarter, the~~ industry demand backdrop for residential home furnishings ~~has deteriorated further than expected during the first few weeks of the fourth quarter, and we expect this ongoing softness~~ may affect ~~demand for~~ our residential business for some period of time. Despite this challenge, we believe our business is well positioned for the long term with our product-driven strategy and innovative product offerings, including our popular portfolio of LiveSmart® performance products, supported by our flexible Asian platform and our long-term supplier relationships. We also believe overall demand remains solid for our hospitality/~~contract~~commercial business.

I-3735

Notably, the potential ongoing geopolitical disruptions related to wars in Ukraine and the Middle East, ~~as well as the economic and health effects from possible additional surges in the coronavirus,~~ remain unknown and depend on factors beyond our control. At this time, we cannot reasonably estimate the impact on our upholstery fabrics segment, but we note that if conditions worsen in ~~any of~~ these situations, including ~~additional~~shipping ~~COVID-~~disruptions related ~~shutdowns~~to ofwars ~~our~~in ~~China~~the ~~operations~~Middle East, the impact on our operations, and/or on our suppliers, customers, consumers, and the global economy, could adversely affect our financial performance.

Gross Profit, Selling, General & Administrative Expenses, and Income ~~(Loss)~~ from Operations

	Three Months Ended
(dollars in thousands)	~~January~~July 28,2024			~~January~~July 2930, 2023			Change
Gross profit		65,~~122~~518			35,~~330~~270		834.87%
Gross margin		2019.14	%		1219.02	%	~~817bp~~20bp
Selling, general, and administrative expenses		43,~~030~~806			3,~~750~~941		7(3.54)%
Restructuring (credit) expense		(50	)		711		(107.0)%
Restructuring expense		132			338		(60.9)%
Income (loss) from operations		2,092			(420	)	(598.1)%
Income from operations		1,712			1,328		28.9%
Operating margin		6.90	%		(14.58	)%	~~839bp~~120bp

	Nine Months Ended
(dollars in thousands)	January 28,2024			January 29,2023			Change
Gross profit		16,780			11,436		46.7%
Gross margin		19.7	%		12.3	%	740bp
Selling, general, and administrative expenses		11,969			11,053		8.3%
Restructuring expense		432			1,326		(67.4)%
Income from operations		4,811			383		1156.1%
Operating margin		5.6	%		0.4	%	525bp

Income from operations was $1.7 million for the first quarter of fiscal 2025, compared to income from operations of $1.3 million for the first quarter of fiscal 2024.

The increase in upholstery fabrics profitability for the ~~third~~first quarter of fiscal ~~2024~~2025, as compared to the prior -year period ~~(which was negatively affected by restructuring and related charges)~~, primarily reflects higher sales, ~~volume; a more profitable mix of sales; a more favorable foreign exchange rate in China; and~~ lower fixed costs, ~~resulting from the previous restructuring of the upholstery fabrics segment's cut~~ and ~~sew~~lower ~~platforms.~~SG&A ~~These~~expense, ~~factors were partially~~ offset somewhat by ~~lower hospitality/contract sales and~~ higher ~~SG&A~~freight ~~expense~~costs during the period.

~~The~~Based ~~increase~~on inmarket ~~upholstery~~dynamics, ~~fabrics~~we ~~profitability~~took ~~for~~action during the ~~first~~fourth ~~nine~~quarter ~~months~~ of fiscal 2024, ~~as compared~~ to ~~the~~restructure ~~prior-year~~our ~~period~~upholstery ~~(which~~fabrics ~~was~~finishing ~~negatively~~operation ~~affected~~in byChina ~~higher~~to ~~than~~align ~~normal~~with ~~inventory~~current ~~markdowns~~demand and ~~restructuring~~further ~~and~~leverage ~~related~~our ~~charges),~~strategic ~~primarily~~supply ~~reflects~~relationships. aWe ~~more~~completed ~~profitable~~this ~~mix~~restructuring ofinitiative ~~sales;~~during ~~better~~the ~~inventory~~first ~~management;~~quarter aof ~~more~~fiscal ~~favorable~~2025 ~~foreign~~(see ~~exchange~~“—Restructuring ~~rate~~Activities—Shanghai, in China;—Upholstery ~~lower~~Fabrics ~~fixed~~Finishing ~~costs~~Operation” ~~resulting~~below). ~~from~~We ~~the~~believe ~~previous~~this ~~restructuring~~move ofwill ~~the~~allow ~~upholstery~~us ~~fabrics~~to ~~cut~~reduce ~~and~~our ~~sew~~operating ~~platform; and lower freight~~ costs. ~~These~~while ~~factors~~maintaining ~~were~~our ~~partially~~ability ~~offset~~to bysupport ~~lower~~our ~~residential fabric sales and higher SG&A expense during the period~~customers.

~~The~~Looking ~~increase~~ahead, inthe ~~SG&A~~residential ~~expense~~home ~~during~~furnishings ~~both~~industry ~~the~~remains ~~third~~under ~~quarter~~pressure due to shifting consumer spending trends, inflation, reduced home sales, and ~~the~~other ~~first~~macroeconomic ~~nine~~conditions ~~months~~affecting ofdiscretionary ~~fiscal~~consumer ~~2024~~spending. As a result, aswe ~~compared~~expect tolower ~~the~~sales ~~prior-year~~volumes ~~periods~~in our residential business may affect our profitability until market conditions improve. However, ~~was~~for ~~mostly~~fiscal ~~due~~2025, we expect to ~~wage~~benefit ~~inflation,~~from ~~higher~~continued ~~professional~~solid ~~and~~demand ~~consulting~~in ~~fees,~~our ~~higher~~hospitality/commercial ~~travel~~fabrics ~~and~~business; ~~tradeshow~~improvement ~~costs~~in asour Read business; ~~travel~~and fixed cost savings from our strategic decision to rationalize our upholstery fabric finishing operation in China and ~~industry~~further ~~tradeshows~~leverage ~~have~~our ~~resumed,~~long-term supply relationships. We will also continue our ongoing cost reduction efforts and anwill ~~increase~~consider infurther ~~sampling~~adjustments ~~expense~~to ~~driven~~rationalize byour ~~new~~operations ~~product~~as ~~roll~~necessary ~~outs~~to align with current demand levels, while maintaining our ability to service our customers.

Looking ahead, the residential home furnishings industry remains under pressure, and we expect further deterioration during the fourth quarter of fiscal 2024 due to shifting consumer demand trends and inflation affecting overall consumer spending. As a result, we expect lower sales volumes in our residential business will continue to affect our profitability. However, we still expect to benefit in fiscal 2024 from (i) our strategic decision to discontinue production of cut and sewn upholstery kits in Haiti; (ii) improved inventory management; (iii) a solid hospitality/contract fabric business; and (iv) improvement in our Read business. We will also continue our ongoing cost reduction efforts and will consider further adjustments to right-size and restructure our operations as necessary to align with current demand levels, while maintaining our ability to service our customers.

Restructuring Activities

Ouanaminthe, Haiti

During the third quarter of fiscal 2023, Culp Upholstery Fabrics Haiti, Ltd. ("CUF Haiti") entered into an agreement to terminate a lease associated with a facility located in Ouanaminthe, Haiti, and, in turn, moved its production of upholstery cut and sew kits to an existing facility leased by Culp Home Fashions Haiti, Ltd. (“CHF Haiti”) during the fourth quarter of fiscal 2023. Both CUF

I-38

Haiti and CHF Haiti are indirect wholly-owned subsidiaries of the company. During the first quarter of fiscal 2024, demand for upholstery cut and sewn kits declined more than previously anticipated, resulting in the strategic action to discontinue the production of upholstery cut and sew kits in Haiti.

Shanghai, China

~~The~~During ~~following~~the ~~summarizes~~fourth quarter of fiscal 2024, we rationalized our ~~restructuring~~upholstery ~~expense~~fabrics ~~and~~finishing ~~restructuring~~operation ~~related~~in ~~charges~~Shanghai, ~~from~~China, ~~both~~to align with current demand trends and further leverage our strategic supply relationships to meet customer finishing needs. This restructuring ~~activities~~activity ~~noted~~was ~~above~~completed ~~for~~during the ~~nine~~first ~~months~~quarter ~~ending January~~of ~~28,~~fiscal ~~2024,~~2025 and ~~January~~resulted 29in cumulative restructuring and restructuring related charges totaling $218,000. ~~2023:~~

	Nine Months Ended		Nine Months Ended
	January 28, 2024		January 29, 2023
Lease termination costs	$	—	$	481
Employee termination benefits		103		468
Impairment loss - leasehold improvements and equipment		329		357
Loss on disposal and markdowns of inventory		40		98
Other associated costs		—		20
Restructuring expense and restructuring related charges (1) (2)	$	472	$	1,424

Ouanaminthe, Haiti

~~(1)~~Cut ~~Of the total $472,000, $432,000~~ and ~~$40,000~~Sew ~~were~~Upholstery ~~recorded~~Fabrics ~~within restructuring expense and cost of sales, respectively, in the Consolidated Statement of Net Loss for the nine-month period ending January 28, 2024.~~Operation

~~(2)~~During Of the ~~total~~third ~~$1.4~~quarter ~~million~~of fiscal 2023, ~~$1.3~~Culp ~~million~~Upholstery ~~and~~Fabrics ~~$98~~Haiti,~~000~~ ~~were~~Ltd. ~~recorded~~("CUF ~~within~~Haiti") ~~restructuring~~entered ~~expense~~into ~~and~~an ~~cost~~agreement ofto ~~sales,~~terminate ~~respectively~~a lease associated with a facility, and in ~~the~~turn ~~Consolidated~~moved ~~Statement~~the production of ~~Net~~upholstery ~~Loss~~cut ~~for~~and ~~the~~sewn ~~nine-month~~kits ~~period~~to ~~ending~~an ~~January~~existing 29facility leased by Culp Home Fashions Haiti, Ltd. ("CHF Haiti") during the fourth quarter of fiscal 2023. Both CUF Haiti and CHF Haiti are

~~See Note 9 of the consolidated financial statement for further details regarding our restructuring activities.~~ I-36

indirectly wholly-owned subsidiaries of the company. During the first quarter of fiscal 2024, demand for upholstery cut and sewn kits declined more than previously anticipated, resulting in the strategic action to discontinue the production of upholstery cut and sew kits in Haiti. This restructuring activity was completed during the third quarter of fiscal 2024 and resulted in a cumulative restructuring and restructuring related charges of $1.3 million.

The following summarizes our restructuring expense and restructuring related charges for all restructuring activities for the upholstery fabrics segment for the three- months ending July 28, 2024, and July 30, 2023:


	(1)		(2)
	Three Months Ended		Three Months Ended
(dollars in thousands)	July 28, 2024		July 30, 2023
Employee termination benefits	$	102	$	101
Impairment loss and disposal of equipment		—		237
Loss on disposal and markdowns of inventory		—		179
Other associated costs		30		—
Restructuring expense and restructuring related charges (3) (4)	$	132	$	517

(1) Of the $132,000 total, $118,000 affected our U.S. upholstery fabrics operations and related to cost reductions under the Fiscal 2025 Restructuring Plan, which is described in Note 9 of the consolidated financial statements. In addition, the $132,000 includes $14,000 related to the rationalization of our upholstery fabrics finishing operation located in Shanghai, China, as described above.

(2) The total $517,000 related to the closure of our upholstery cut and sewn kits operation located in Ouanaminthe, Haiti, as described above.

(3) The total $132,000 was recorded within restructuring expense in the Consolidated Statement of Net Loss for the three-month period ending July 28, 2024.

(4) Of the $517,000 total, $338,000 and $179,000 was recorded within restructuring expense and cost of sales, respectively, in the Consolidated Statement of Net Loss for the three-month period ending July 30, 2023.

Segment Assets

Segment assets consist of accounts receivable, inventory, property, plant, and equipment, and right of use assets~~, and assets held for sale~~:

(dollars in thousands)	~~January~~July 28, 2024		~~January~~July 2930, 2023		April 3028, ~~2023~~2024
Accounts receivable	$	1211,~~223~~493	$	1211,~~927~~554	$	1211,~~382~~135
Inventory		1816,~~952~~390		1819,~~870~~238		1917,~~406~~172
Property, plant & equipment		1,~~155~~098		1,~~794~~491		1,~~671~~125
Right of use assets		21,~~345~~478		2,~~995~~237		21,~~618~~952
Assets held for sale		—		1,950		—
	$	30,459	$	34,520	$	31,384
	$	34,675	$	38,536	$	36,077

Refer to Note 13 of the consolidated financial statements for disclosures regarding determination of our segment assets.

Accounts Receivable

As of ~~January~~July 28, 2024, accounts receivable ~~decreased~~remained byflat ~~$704,000,~~as ~~or 5.4%,~~ compared with ~~January~~July 2930, 2023. ~~Although~~This ~~net~~reflects ~~sales~~a ~~increased by 9~~3.27% ~~during~~increase in net sales for the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with the ~~third~~prior-year ~~quarter of fiscal 2023~~period, ~~accounts~~offset ~~receivable~~by ~~decreased.~~faster ~~This trend reflects a timing difference of~~ cash ~~receipts~~collections from ~~certain~~a significant ~~customers~~customer ~~during~~who ~~the~~utilized ~~last~~more ~~week of the third quarter of fiscal 2024, which~~ cash ~~receipts~~discounts ~~did not occur~~ during the ~~third~~first quarter of fiscal ~~2023.~~2025, Itas ~~also~~compared ~~reflects~~with the ~~expiration~~prior-year ~~of extended credit terms with certain customers~~period. As a result, days’ sales outstanding for this segment decreased to 3132 days for the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with 3835 days for the ~~third~~first quarter of fiscal ~~2023~~2024.

As of ~~January~~July 28, 2024, accounts receivable ~~decreased~~remained byflat ~~1.3%,~~ compared with April 3028, ~~2023~~2024. This ~~trend~~ reflects a ~~static~~significant increase in net sales during the first quarter of ~~$30~~fiscal 2025, as compared with the fourth quarter of fiscal 2024.4 ~~million~~Net sales for the ~~third~~first quarter of fiscal ~~2024~~2025 were $28.5 million, ~~that~~an ~~was~~increase ~~comparable~~of $4.7 million, or 19.7%, compared with net sales of $3023.78 million for the fourth quarter of fiscal 2024. However, this increase was offset by faster cash collections from a significant customers during the first quarter of fiscal 2025, as compared with the fourth quarter of fiscal ~~2023~~2024. ~~Days'~~As a result, days’ sales outstanding ~~was~~for 31this segment decreased to 32 days for the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with 3337 days for the fourth quarter of fiscal ~~2023~~2024.

I-37

Inventory

IAs of July 28, 2024, inventory decreased by $2.8 million, or 14.8%, compared with July 30, 2023. Although this segment's net sales increased during the first quarter of fiscal 2025, as compared with the prior-39year period (as described above), this decrease in inventory reflects management's ability to maintain an appropriate level of inventory, taking into account current and expected future demand trends and any changes in our global supply chain.

As of ~~January~~July 28, 2024, inventory ~~increased~~decreased by 0.$782,000, or 4.6%, compared with ~~January~~April 2928, ~~2023~~2024. Although this segment's net sales significantly increased ~~by 9.2%~~ during the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with the ~~third~~fourth quarter of fiscal ~~2023~~2024, this decrease in inventory ~~remained~~reflects ~~flat~~management's asability ~~inventory~~to ~~levels~~maintain ~~were~~an ~~well~~appropriate ~~managed~~level inof ~~relation~~inventory, totaking into account current ~~customer~~and expected future demand trends and any changes in our global supply chain. Net sales for the first quarter of fiscal 2025 were $28.5 million, an increase of $4.7 million, or 19.7%, compared with net sales of $23.8 million for the fourth quarter of fiscal 2024.

AsInventory ofturns ~~January~~were ~~28, 2024, inventory decreased by $454,000, or 2~~5.3%, ~~compared~~for ~~with April 30, 2023. The trend reflects a modest decrease in net sales of 1.1% during~~ the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with ~~the fourth quarter of fiscal 2023~~4.4 ~~Net sales~~ for the ~~third~~first quarter of fiscal 2024 ~~were~~and ~~$30~~4.4 ~~million,~~for ~~compared with net sales of $30.7 million during~~ the fourth quarter of fiscal ~~2023~~2024.

Inventory turns were 5.1 for the third quarter of fiscal 2024, compared with 4.1 for the third quarter of fiscal 2023 and 4.8 for the fourth quarter of fiscal 2023.

Property, Plant, & Equipment

As of ~~January~~July 28, 2024, property, plant, and equipment steadily decreased compared towith ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, due to ~~(i) impairment charges of $329,000 related to our strategic action to discontinue the production of upholstery cut and sew kits in Ouanaminthe, Haiti, and (ii)~~ a reduction in capital spending as a result of current ~~and expected~~ unfavorable macro-economic conditions within the home furnishings industry.

Right of Use Assets

As of ~~January~~July 28, 2024, right of use assets ~~has~~ steadily decreased compared with ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024. This isdecrease mostly ~~due~~resulted tofrom rent expense incurred over the terms of the existing respective lease agreements, ~~partially~~and ~~offset by~~ the ~~renewal~~termination of our agreement to lease ~~our~~a ~~facility~~building associated with ~~Read~~our ~~and~~upholstery ~~certain~~fabrics ~~facilities~~finishing ~~associated~~operation ~~with our operations~~ located in Shanghai, China.

The $21.35 million as of ~~January~~July 28, 2024, represents right of use assets of $~~944,000 and $~~1.41 million and $393,000 located in ~~China and~~ the U.S., and China, respectively. The $32.02 million as of ~~January~~July 2930, 2023, represents right of use assets of $1.72 million and $~~1.3~~977,000 ~~million~~ located in China and the U.S., respectively. The $2.60 million as of April 3028, 2023, represents right of use assets of $1.53 million and $~~1.1 million~~709,000 located in China and the U.S., respectively.

Assets Held for Sale

The $2.0 million as of January 29, 2023, represents a right of use asset associated with an agreement to lease a facility located in Ouanaminthe, Haiti, which such lease was terminated in connection with a restructuring activity. See Note 9 of the consolidated financial statement for further details regarding our restructuring activity associated with our upholstery cut and sew operation located in Ouanaminthe, Haiti. This right of use asset was sold to a third party during the fourth quarter of fiscal 2023, which resulted in a note receivable. See Note 7 to the consolidated financial statements for further details regarding this note receivable.

Other Income Statement Categories

	Three Months Ended
(dollars in thousands)	~~January~~July 28, 2024			~~January~~July 2930, 2023		% Change
SG&A expenses	$	9,~~493~~296		$	9,~~165~~829		3(5.64	)%
Interest income		~~284~~262			~~196~~345		44(24.91	)%
Other expense		705			1,095		(35.6	)%
Other expense (income)		(404	)		96		(520.8	)%

	Nine Months Ended
(dollars in thousands)	January 28, 2024		January 29, 2023		% Change
SG&A expenses	$	29,366	$	27,133		8.2	%
Interest income		911		292		212.0	%
Other expense		560		348		60.9	%

Selling, General, and Administrative Expenses ("SG&A")

IThe decrease in selling, general, and administrative expenses during the first quarter of fiscal 2025, as compared with the first quarter of fiscal 2024, relates to a variety of items including: (i) lower stock-40based compensation expense reflecting less favorable financial results in relation to pre-established targets; (ii) lower professional and consulting fees; and (iii) a decrease in customer samples expense.

Selling, General, and Administrative Expenses

The increase in selling, general, and administrative expenses during the third quarter and first nine months of fiscal 2024, compared with the third quarter and first nine months of fiscal 2023, is due to a variety of factors, including (i) wage inflation; (ii) higher professional and consulting fees; (iii) an increase in provision for bad debts reflecting current unfavorable macro-economic conditions relating to furniture and bedding products; and (iv) an increase in sampling expense driven by new product roll outs in both business segments.

Interest Income

The ~~increase~~decrease in interest income is due ~~primarily~~ to ~~higher~~a ~~market~~lower ~~interest~~average ~~rates~~cash balance during the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2024~~2025, as compared with the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2023~~2024.

Other (Expense) Income

Management is required to assess certain economic factors to determine the currency of the primary economic environment in which our foreign subsidiaries operate. Based on our assessments, the U.S. dollar was determined to be the functional currency of our operations located in China and Canada.I-38

~~The~~Management ~~decrease~~is inrequired ~~other~~to ~~expense~~assess ~~during~~certain ~~the~~economic ~~third~~factors ~~quarter~~to ofdetermine ~~fiscal 2024, as compared with~~ the ~~third~~currency ~~quarter~~ of ~~fiscal~~the ~~2023,~~primary iseconomic ~~due~~environment ~~mostly~~in towhich ~~more~~our ~~favorable~~ foreign ~~currency~~subsidiaries ~~exchange~~operate. ~~rates~~Based ~~applied~~on ~~against~~ our ~~balance~~assessments, ~~sheet accounts denominated in Chinese Renminbi to determine~~ the ~~corresponding~~ U.S. dollar ~~financial~~was ~~reporting~~determined ~~amounts~~to ~~during~~be ~~third quarter, as compared with~~ the ~~third~~functional ~~quarter~~currency of ~~fiscal 2023. During the third quarter of fiscal 2024, we reported a foreign currency exchange loss associated with~~ our operations located in China ~~of $290~~,~~000,~~ ~~compared with $757~~Canada,~~000~~ ~~during~~and ~~the third quarter of fiscal 2023~~Vietnam. The decrease in other expense due to more favorable foreign exchange rates noted above, was partially offset by an increase in unrealized gains associated with our rabbi trust that funds our deferred compensation liability.

The ~~increase~~change in other expense during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025, as compared with other income during the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024, is ~~mostly~~ due mostly to ~~the~~less ~~increase~~favorable inforeign ~~fees~~currency ~~associated~~exchange ~~with~~rates applied against our ~~ABL~~balance ~~Credit~~sheet ~~Agreement~~accounts ~~effective~~denominated onin ~~January~~Chinese ~~19,~~Renminbi ~~2023~~to determine the corresponding U.S. ~~See~~dollar ~~Note~~financial 10reporting ~~located~~amounts induring the ~~consolidated~~first ~~financial~~quarter ~~statements~~of ~~for~~fiscal ~~further~~2025, ~~details.~~as Incompared ~~addition,~~with the ~~increase~~first inquarter ~~other~~of ~~expense~~fiscal is2024. ~~due~~During anthe ~~increase~~first inquarter ~~unrealized~~of ~~gains~~fiscal 2025, we reported a foreign currency exchange loss associated with our ~~rabbi~~operations ~~trust~~located ~~that~~in ~~increased~~China ~~our~~totaling ~~deferred~~$46,000 ~~compensation~~compared ~~liability~~with a foreign currency exchange gain of $451,000 during the first quarter of fiscal 2024.

AThe $46,000 foreign currency exchange ~~gain~~loss ofrelated ~~$389,000~~to ~~was~~our ~~reported~~operations ~~during~~in ~~the~~China ~~first~~was ~~nine~~mostly ~~months~~non-cash ofand ~~fiscal~~was ~~2024~~partially ~~that~~offset by $(i37,000) ~~related~~of toincome tax benefit, which will decrease our ~~operations~~income ~~located~~tax inpayments ~~China,~~and ~~(ii)~~withholding ~~was~~tax ~~mostly~~payments ~~non-cash,~~associated with future earnings and ~~(iii)~~profits ~~was~~repatriated ~~offset~~from byour aoperations ~~$477,000~~located ~~income~~in ~~tax~~China ~~charge~~to the company's U.S. ~~This~~parent. The income tax ~~charge~~benefit of $~~477~~(37,000) was associated with taxable foreign currency exchange ~~gains~~losses based on less favorable foreign currency exchange rates applied against balance sheet accounts denominated in U.S. dollars to determine the corresponding Chinese Renminbi local currency amounts. The foreign currency exchange rate gains ~~incurred~~(losses) onrelated to our U.S. dollar denominated balance sheet accounts associated with our operations located in China are considered taxable income or tax deductible, as we incur income tax expense (benefit) and pay income taxes in China's local currency. The $477,000 income tax charge represents an increase in our income tax payments and withholding tax payments associated with future earnings and profits that will ultimately be repatriated from our operations located in China to the company's U.S. parent.

Income Taxes

Effective Income Tax Rate & Income Tax Expense

Our effective income tax rates for the ~~nine~~three-month periods ended ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, were based upon the estimated effective income tax rate applicable for the full year after giving effect to any significant items related specifically to interim periods. When calculating the annual estimated effective income tax rates for the ~~nine~~three-month periods ended ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, we were subject to loss limitation rules. These loss limitation rules require any taxable loss associated with our U.S. or foreign operations to be excluded from the annual estimated effective income tax rate calculation if it was determined that no income tax benefit could be recognized during the current fiscal year. The effective income tax rate can be affected over the fiscal year by the mix and timing of actual earnings from our U.S. operations and foreign subsidiaries located in China, Canada, Haiti, and Vietnam versus annual projections, as well as changes in foreign currency exchange rates in relation to the U.S. dollar.

IThe following schedule summarizes the principal differences between income tax expense at the U.S. federal income tax rate and the effective income tax rate reflected in the consolidated financial statements for the three-41month periods ending July 28, 2024, and July 30, 2023:

China, Canada, and Haiti as compared to annual projections, as well as changes in foreign currency exchange rates in relation to the U.S. dollar.


	July 28,			July 30,
	2024			2023
U.S. federal income tax rate		21.0	%		21.0	%
U.S. valuation allowance		(23.5	)		(34.1	)
Withholding taxes associated with foreign jurisdictions		(1.0	)		(9.7	)
Foreign income tax rate differential		0.7			(6.0	)
Stock-based compensation		(0.9	)		—
Tax effects of local currency foreign exchange gains		(0.4	)		2.3
Uncertain income tax positions		1.2			(0.1	)
Other		(0.5	)		0.1
	(3.4)%			(26.5)%

~~The~~Our ~~following~~consolidated ~~schedule~~effective ~~summarizes~~income tax rates during the ~~principal~~first ~~differences~~quarter of fiscal 2025 and the first quarter of fiscal 2024 were both adversely affected by the mix of earnings between our U.S. operations and foreign subsidiaries, as our taxable income stems mostly from our operations located in China, which has a higher income tax ~~expense~~rate atthan the U.S. ~~federal~~In addition, during the first quarters of fiscal 2025 and 2024, we incurred pre-tax losses associated with our U.S. operations, for which an income tax ~~rate~~benefit ~~and~~was not recorded due to the ~~effective~~full valuation allowance applied against our U.S. net deferred income tax ~~rate~~assets. ~~reflected~~The inincome tax charge associated with the ~~consolidated~~full ~~financial~~valuation ~~statements~~allowance ~~for~~applied against our U.S. net deferred income tax assets was greater during the ~~nine-month~~first ~~periods~~quarter ~~ending~~of ~~January~~fiscal ~~28,~~2025 compared with the first quarter of fiscal 2024, ~~and~~as ~~January~~our ~~29,~~$(7.0) ~~2023:~~million U.S. pre-tax loss incurred during the first

	January 28,			January 29,
	2024			2023
U.S. federal income tax rate		21.0	%		21.0	%
U.S. valuation allowance		(42.0	)		(29.3	)
Withholding taxes associated with foreign jurisdictions		(8.1	)		(2.0	)
Capital expenditure deduction - Quebec, Canada		—			(1.6	)
Foreign income tax rate differential		(5.2	)		1.4
Stock-based compensation		(2.9	)		(0.4	)
Tax effects of local currency foreign exchange gains		3.8			1.3
Other		—			0.1
	(33.4)%			(9.5)%

I-39

~~Our~~quarter ~~consolidated effective income tax rates during the first nine months~~ of fiscal ~~2024~~2025 ~~and~~was ~~fiscal~~significantly ~~2023~~greater were both adversely affected by the mix of earnings between our U.S. operations and foreign subsidiaries, as our taxable income stems from our operations located in China during fiscal 2024 and from our operations located in both China and Canada during fiscal 2023, each of which has higher income tax rates than the U.S. In addition, during the first nine months of fiscal 2024 and the first nine months of fiscal 2023, we incurred pre-tax losses associated with our U.S. operations, for which an income tax benefit was not recorded due to the full valuation allowance applied against our U.S. net deferred income tax assets (as described below). The income tax charge associated with the full valuation allowance applied against our U.S. net deferred income tax assets was lower during the first nine months of fiscal 2024 compared with the first nine months of fiscal 2023, as our $(113.3) million U.S. pre-tax loss incurred during the first ~~nine~~quarter ~~months~~ of fiscal 2024 ~~was significantly lower than the $(28~~.~~8) million U.S. pre-tax loss incurred during the first nine months of fiscal 2023.~~

U.S. Valuation Allowance

Based on our assessments as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, valuation allowances against our net deferred income tax assets pertain to the following:

(dollars in thousands)	~~January~~July 28, 2024		~~January~~July 2930, 2023		April 3028, ~~2023~~2024
U.S. federal and state net deferred income tax assets	$	1921,~~162~~326	$	1517,~~741~~246	$	1619,~~345~~674
U.S. capital loss carryforward		2,330		2,330		2,330
	$	2123,~~492~~656	$	1819,~~071~~576	$	1822,~~675~~004

Undistributed Earnings

~~I-42~~Refer to Note 14 of the consolidated financial statements for disclosures regarding our assessments of our recorded deferred income tax liability balances associated with undistributed earnings from our foreign subsidiaries as of July 28, 2024, July 30, 2023, and April 30, 2023, respectively.

Refer to Note 14 of the consolidated financial statements for disclosures regarding our assessments of our recorded deferred income tax liability balances associated with undistributed earnings from our foreign subsidiaries as of January 28, 2024, January 29, 2023, and April 30, 2023, respectively.

Uncertain Income Tax Positions

Refer to Note 14 of the consolidated financial statements for disclosures regarding our assessments of our uncertain income tax positions as of ~~January~~July 28, 2024, ~~January~~July 2930, 2023, and April 3028, ~~2023~~2024, respectively.

Income Taxes Paid

The following table sets forth ~~income~~ taxes paid by jurisdiction for the ~~nine~~three months ~~ended~~ending ~~January~~July 28, 2024, and ~~January~~July 2930, 2023, respectively:

	Nine Months		Nine Months
	Three Months		Three Months
	Ended		Ended
	January 28,		January 29,
	July 28,		July 30,
(dollars in thousands)	2024		2023
United States Transition Tax Payment	$	499	$	265
China Income Taxes, Net of Refunds		561		915
China Income Taxes, Net of Refunds		1,803		1,680
Canada - Income Taxes, Net of Refunds		—		197
Canada - Income Taxes, Net of Refunds		468		(9	)
	$	561	$	1,112
	$	2,770	$	1,936

Future Liquidity

WeBased ~~are~~on ~~currently~~the ~~projecting~~restructuring ~~annual~~plan ~~cash~~approved ~~income~~by ~~tax~~our ~~payments~~board of ~~approximately~~directors ~~$3.2~~on ~~million~~April ~~for~~29, ~~fiscal~~ 2024, ~~compared~~the ~~with~~timing ~~$2.3 million for fiscal 2023. Our estimated income tax payments for fiscal 2024 are management’s current projections only~~ and ~~can~~success beof ~~affected~~the byclosure ~~actual~~of ~~earnings from~~ our ~~foreign~~Canadian ~~subsidiaries~~operation, ~~located~~along inwith ~~China and Canada versus annual projections; changes in~~ the ~~foreign~~sale ~~exchange~~of ~~rates~~ associated ~~with~~real ~~our~~estate ~~China operations in relation to~~ (the ~~U.S. dollar; the~~ timing ~~of when we will repatriate earnings~~ and ~~profits~~amount ~~from China and Canada; and the timing~~ of ~~when significant capital projects will be placed into service,~~ which ~~determines~~sales ~~the~~price ~~deductibility~~is ofcurrently ~~accelerated depreciation.~~

Additionally, we currently expect to pay minimal income taxes in the U.S. on a cash basis during fiscal 2024 due to the immediate expensing of U.S. capital expenditures and our existing U.S. federal net operating loss carryforwards that totaled $49.4 million as of April 30, 2023, which are projected to increase as a result of the significant U.S. loss carryforward we expect to generate during fiscal 2024. I-40

Asundetermined), could have a significant effect on (i) the amount and timing of ~~January~~when ~~28,~~and if fiscal 2024, weincome tax payments will be required; (ii) the amount and timing of withholding tax payments to ~~pay~~the ~~annual~~Canadian government associated with the repatriation of earnings and profits to the U.S. ~~federal~~parent; ~~transition~~and (iii) the respective tax ~~payments,~~rates inthat ~~accordance~~will ~~with~~be applied on the ~~2017~~sale ~~Tax~~of ~~Cuts~~real estate and ~~Jobs~~equipment. ~~Act~~Accordingly, aswe ~~follows:~~believe FYwe cannot provide a reasonable estimate of our fiscal 2025 -income ~~$665,000;~~tax ~~and~~payments FYassociated ~~2026~~with -our ~~$830,000.~~Canadian operation at this time.

Currently, we are projecting annual cash income tax payments of approximately $2.0 million associated with our operations located in China. This estimate is management's current projection only and can be affected by actual earnings versus annual projections, changes in the foreign exchange rates in relation to the U.S. dollar, and the timing of when we will repatriate earnings and profits from China to our U.S. parent.

Currently, we do not expect to incur any income taxes in the U.S. on a cash basis during fiscal 2025 due to (i) the accelerated expensing of U.S. capital expenditures and our existing U.S. federal net operating loss carryforwards totaling $69.6 million as of April 28, 2024. As of July 28, 2024, we will be required to pay annual U.S. federal transition tax payments, in accordance with the 2017 Tax Cuts and Jobs Act, as follows: FY 2025 - $665,000; and FY 2026 - $831,000. The annual U.S. federal transition tax payment of $665,000 was paid during the second quarter of fiscal 2025.

Liquidity and Capital Resources

Liquidity

Overall

Currently, our sources of liquidity include cash and cash equivalents (collectively, "cash"), cash flow from operations, and amounts available under our revolving credit lines. As of ~~January~~July 28, 2024, we believe our cash of $1213.65 million and the current availability under our revolving credit lines totaling $2619.2 million (will be sufficient to fund our foreseeable business needs, capital expenditures, commitments, and contractual obligations. Refer to Note 10 of the consolidated financial statements for further ~~details)~~information ~~will~~regarding ~~be sufficient to fund~~ our ~~foreseeable~~revolving ~~business~~credit ~~needs, commitments, and contractual obligations~~lines.

As of ~~January~~July 28, 2024, our cash totaled $1213.65 million, aan ~~decrease~~increase of $83.45 million compared with cash of $2110.0 million as of April 3028, ~~2023~~2024. This ~~decrease~~increase was mostly due ~~to net cash used in operating activities totaling~~ $(64.0) million ~~and~~in ~~capital~~cash ~~expenditures mostly related to our mattress fabrics segment totaling $(3.2) million, partially offset by~~ proceeds from ~~the~~borrowings ~~sale~~on of our ~~rabbi~~line ~~trust~~of ~~investments~~credit ~~totaling~~associated ~~$1.2~~with ~~million to fund withdrawals from~~ our ~~deferred~~operations ~~compensation~~located ~~plan for certain retired employees (see offsetting decrease to the decrease~~ in ~~deferred~~China, ~~compensation~~partially ~~liability~~offset inby ~~item~~capital ~~(iii)~~expenditures oftotaling ~~the below paragraph)~~$501,000.

~~I-43~~As of July 28, 2024, we had outstanding borrowings totaling $4.0 million under a line of credit agreement associated with our operations located in China. Refer to Note 10 of the consolidated financial statements for further information regarding our revolving this line of credit.

primarily reflects (i) a significant decrease in inventory during the first nine months of fiscal 2023 due to improved alignment of inventory purchases with customer demand trends, promotional programs to reduce aged raw materials and finished goods inventory, and a significant decline net sales of (27.1%) during the period, which did not recur during the first nine months of fiscal 2024; (ii) annual incentive payments made during the first quarter of fiscal 2024, which did not occur during the first quarter of fiscal 2023; and (iii) payments to certain retired employees totaling $1.2 million for withdrawals from our deferred compensation plan during the first nine months of fiscal 2024; partially offset by (iv) an increase in cash earnings during the first nine months of fiscal 2024 compared with the first nine months of fiscal 2023.

As of January 28, 2024, there were no outstanding borrowings under our lines of credit.

The income taxes we pay also affect our liquidity. See the above section titled “Income Taxes Paid” of this Item 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION for further detail.

Our cash balance may be adversely affected by factors beyond our control, such as (i) recent customer demand trends affecting net sales, (ii) supply chain disruptions, (iii) ~~rising~~higher interest rates and inflation, (iv) world events (including wars in Ukraine and ~~the~~ Middle East), and (v) the continuing uncertainty associated with COVID-19. These factors could cause delays in receipt of payment on accounts receivable and could increase cash disbursements due to rising prices.

I-41

By Geographic Area

A summary of our cash by geographic area follows:

(dollars in thousands)	January 28, 2024		January 29, 2023		April 30, 2023
	July 28,		July 30,		April 28,
United States	$	2,816	$	9,658	$	9,769
(dollars in thousands)	2024		2023		2024
China		9,138		6,114		10,669
United States	$	2,472	$	6,899	$	2,912
Canada		259		700		281
China		10,462		8,902		6,554
Haiti		363		244		236
Canada		326		828		371
Cayman Islands		9		9		9
Haiti		141		174		86
	$	12,585	$	16,725	$	20,964
Vietnam		62		—		81
Cayman Islands		9		9		8
	$	13,472	$	16,812	$	10,012

Common Stock Repurchase Program

We did not repurchase any shares of common stock during ~~either of~~ the ~~nine~~three-month periods ending ~~January~~July 28, 2024, orand ~~January~~July 2930, 2023, respectively. As a result, as of January 28, 2024, $3.2 million is available for additional repurchases of our common stock. Despite the current share repurchase authorization, the company does not expect to repurchase any shares through at least the fourth quarter of fiscal 2024.

As of July 28, 2024, $3.2 million is available for additional repurchases of our common stock.

Dividends

InOn June 29, 2022, our board of directors ~~suspended~~announced the decision to suspend the company’s quarterly cash dividend. ~~Considering~~We ~~the~~believed ~~current and expected macroeconomic conditions, we believe~~ that preserving capital and managing our liquidity iswere in the company’s best interest to support future growth and the long-term interests of our shareholders. Accordingly, we dodid not ~~expect~~make ~~to pay~~ any ~~dividends~~dividend ~~through~~payments atduring ~~least~~ the ~~fourth~~first quarter of fiscal 2025, fiscal 2024, and fiscal 2023.

Working Capital

Operating Working Capital

Operating working capital (the total of accounts receivable and inventories, less accounts payable-trade, less accounts payable-capital expenditures, and less deferred revenue) was $3935.01 million as of ~~January~~July 28, 2024, compared with $4438.97 million as of ~~January~~July 2930, 2023, and $3938.25 million as of April 3028, ~~2023~~2024. Operating working capital turnover was 5.9 during the ~~third~~first quarter of fiscal ~~2024~~2025, compared with 45.10 during the ~~third~~first quarter of fiscal ~~2023,~~2024 and 45.68 during the fourth quarter of fiscal ~~2023~~2024.

I-44

Accounts Receivable

Accounts receivable was $2321.76 million as of ~~January~~July 28, 2024, ana ~~increase~~decrease of $21.50 million, or 114.5%, compared with $2122.26 million as of ~~January~~July 2930, 2023. This ~~increase~~decrease ~~mostly~~was ~~reflects~~due ato ~~15.0%~~faster ~~increase~~cash collections from significant customers in ~~net~~both ~~sales~~our mattress fabrics and upholstery fabrics segments who utilized more cash discounts during the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with the ~~third~~first quarter of fiscal ~~2023~~2024. ~~Days~~As a result, days’ sales outstanding ~~were~~decreased 33to 32 days ~~during~~for the ~~third~~first quarter of fiscal ~~2024~~2025, compared with 3435 days ~~during~~for the ~~third~~first quarter of fiscal ~~2023~~2024.

Accounts receivable was $2321.76 million as of ~~January~~July 28, 2024,and aremained ~~decrease~~flat ofas ~~$1.1 million, or 4.4%,~~ compared with $2421.81 million as of April 3028, ~~2023~~2024. This ~~decrease primarily~~ reflects aan ~~decrease~~increase in net sales during the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with the fourth quarter of fiscal ~~2023~~2024. Net sales ~~were~~for ~~$60.4 million during~~ the ~~third~~first quarter of fiscal ~~2024~~2025 were $56.5 million, aan ~~decrease~~increase of $17.0 million, or 114.62%, compared with net sales of $6149.45 million ~~during~~for the fourth quarter of fiscal ~~2023~~2024. ~~In addition~~However, this ~~decrease~~increase ~~reflects~~was offset by faster cash collections ~~associated~~from ~~with~~significant customers in both our mattress fabrics ~~segment,~~and asupholstery wefabrics ~~had~~segments awho ~~mix~~utilized ofmore ~~higher~~cash ~~sales~~discounts ~~to customers with longer credit terms~~ during the ~~fourth~~first quarter of fiscal ~~2023~~2025, as compared with the ~~third~~fourth quarter of fiscal 2024. As a result, days’ sales outstanding decreased to 3332 days ~~during~~for the ~~third~~first quarter of fiscal ~~2024~~2025, acompared ~~decrease~~with ~~from~~36 35 days ~~during~~for the fourth quarter of fiscal ~~2023~~2024.

I-42

Inventory

Inventory was $4641.97 million as of ~~January~~July 28, 2024, a decrease of $~~750~~2.1 million,~~000,~~ or 14.69%, compared with $4743.68 million as of ~~January~~July 2930, 2023. ~~Although~~This ~~net~~decrease ~~sales~~in ~~increased~~inventory bymostly ~~15.0%~~pertains ~~during~~to ~~the~~our ~~third~~upholstery ~~quarter~~fabrics ofsegment ~~fiscal~~and ~~2024,~~reflects asmanagement's ~~compared~~ability ~~with~~to ~~the~~maintain ~~third~~an ~~quarter~~appropriate oflevel ~~fiscal 2023, inventory modestly decreased during the third quarter~~ of ~~fiscal 2024~~inventory, astaking ~~compared~~into ~~with~~account ~~the~~current ~~prior-year~~and ~~period,~~expected asfuture ~~inventory levels were well managed in relation to current customer~~ demand trends ~~by both our mattress~~ and ~~upholstery~~any ~~fabrics~~changes ~~segments,~~in ~~and~~ our ~~mattress~~global ~~fabrics~~supply ~~segment implemented promotional programs to reduce aged raw materials and finished goods~~chain.

Inventory was $4641.97 million as of ~~January~~July 28, 2024, ana ~~increase~~decrease of $13.82 million, or 47.01%, compared with $4544.18 million as of April 3028, ~~2023~~2024. This ~~trend~~decrease ~~primarily~~in ~~reflects~~inventory ~~lower~~primarily ~~than~~relates ~~anticipated~~to ~~demand~~improved ~~trends~~inventory ~~associated~~management ~~with~~for ~~our~~both the mattress fabrics ~~segment~~and upholstery fabrics segments during the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with the ~~second~~fourth quarter of fiscal 2024~~. Net sales related to our mattress fabrics segment for the third quarter of fiscal 2024 were $30.0 million~~, ataking ~~decrease~~into ofaccount ~~4.3%,~~current ~~compared~~and ~~with~~expected ~~net~~future ~~sales~~demand ~~of $31~~trends.~~4 million during the second quarter of fiscal 2024.~~

Inventory turns were 4.58 for the ~~third~~first quarter of fiscal ~~2024~~2025, as compared with 4.05 for the ~~third~~first quarter of fiscal ~~2023~~2024 and 43.79 for the fourth quarter of fiscal ~~2023~~2024.

Accounts Payable - Trade

Accounts payable ~~- trade~~ was $2926.85 million ~~as of January 28~~, ~~2024, an increase of~~ $726.35 million, orand ~~32.2%, compared with~~ $2225.56 million as of ~~January~~July 2928, 2024, July 30, 2023., ~~This~~and ~~increase~~April is28, ~~mostly~~2024, ~~due~~respectively. toThese ~~the~~static ~~timing~~levels of ~~vendor~~accounts ~~payments~~payable ~~associated~~reflect ~~with~~a ~~the~~consistent ~~Chinese~~level ~~New~~of ~~Year~~inventory ~~holiday,~~of ~~where~~$41.7 amillion, ~~higher~~$43.8 ~~level~~million, ofand ~~vendor~~$44.8 ~~payments~~million ~~was~~as ~~made~~of ~~prior~~July to28, ~~January~~2024, 29July 30, 2023, asand ~~compared~~April ~~with January~~ 28, 2024, respectively.

Accounts payable - trade was $29.8 million as of January 28, 2024, a decrease of 1.2% compared with $29.4 million as of April 30, 2023. This trend reflects a decline in net sales during the third quarter of fiscal 2024, as compared with the fourth quarter of fiscal 2023. Net sales were $60.4 million during the third quarter of fiscal 2024, a decrease of $1.0 million, or 1.6%, compared with net sales of $61.4 million during the fourth quarter of fiscal 2023.

Financing Arrangements

Currently, we have revolving credit agreements with banks for our U.S parent company and our operations located in China. As of ~~January~~July 28, 2024, we ~~did~~had ~~not~~outstanding ~~have~~borrowings ~~any~~totaling ~~outstanding~~$4.0 ~~borrowings~~million under a line of credit agreement associated with our ~~revolving~~operations ~~credit~~located ~~agreements~~in China. Our loan agreements require, among other things, that we maintain compliance with certain financial covenants. As of ~~January~~July 28, 2024, we were in compliance with these financial covenants.

Refer to Note 10 of the consolidated financial statements for further disclosure regarding our revolving credit agreements.

Capital Expenditures and Depreciation

Overall

Capital expenditures on a cash basis during the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025 totaled $~~3.2~~501,000, ~~million~~compared ~~and were mostly related to machinery and equipment associated~~ with ~~our~~$513,000 ~~mattress fabrics segment. Capital expenditures on a cash basis~~ during the first ~~nine~~quarter ~~months~~ of fiscal ~~2023~~2024. ~~totaled~~This ~~$1.6~~level ~~million~~of ~~and~~capital ~~pertained~~spending toreflect ~~(i)~~the ~~manufacturing~~current ~~equipment~~unfavorable ~~associated~~macro-economic ~~with~~conditions ~~our~~within ~~mattress~~the ~~fabrics~~home furnishings and bedding industries.

IDepreciation expense was $2.5 million during the first quarter of fiscal 2025, compared with $1.6 million for the same period a year ago. Depreciation expense mostly related to our mattress fabrics segment for both periods. In addition, during the three-45month period ending July 28, 2024, depreciation expense for the mattress fabrics segment included $875,000 in additional depreciation expense related to the shortening of useful lives of equipment associated with our manufacturing facility located in Quebec, Canada. This $875,000 of additional depreciation expense was classified as restructuring expense in the Consolidated Statement of Net Loss for the three-month period ending July 28, 2024.

~~segment~~For the remainder of fiscal 2025, ~~(ii)~~our ~~machinery~~capital ~~and~~spending ~~equipment~~will ~~associated~~be ~~with~~centered on our ~~former~~mattress ~~upholstery~~fabrics ~~cut~~segment, ~~and~~with ~~sew~~a ~~operation~~strategic ~~located~~focus inon ~~Haiti;~~capital ~~and~~projects ~~(iii) IT~~that ~~equipment~~will ~~associated~~increase ~~with~~efficiencies ~~both~~and improve the quality of our ~~business~~products. ~~segments~~Funding for capital expenditures is expected to be from cash provided by operating activities.

Depreciation expense was $4.9 million during the first nine months of fiscal 2024, compared with $5.2 million for the same period a year ago. Depreciation expense mostly related to our mattress fabrics segment for both periods. For the remainder of fiscal 2024, our planned capital spending will be centered on our mattress fabrics segment, with a strategic focus on capital projects that will increase efficiencies and improve the quality of our products. Funding for capital expenditures is expected to be from cash provided from operations.

Accounts Payable – Capital Expenditures

As of ~~January~~July 28, 2024, we had amounts due regarding capital expenditures totaling $1956,000 that pertained to outstanding vendor invoices, none of which were financed. The total amount outstanding of $1956,000 is required to be paid based on normal credit terms.

Purchase Commitments – Capital Expenditures

As of ~~January~~July 28, 2024, we had open purchase commitments to acquire equipment for our mattress fabrics segment totaling $~~880~~275,000.

I-43

Critical Accounting Policies and Recent Accounting Developments

As of ~~January~~July 28, 2024, there were no changes in our significant accounting policies or the application of those policies from those reported in our annual report on Form 10-K for the year ended April 3028, ~~2023~~2024.

Refer to Note 2 of the consolidated financial statements for recently adopted and issued accounting pronouncements, if any, since the filing of our Form 10-K for the year ended April 3028, ~~2023~~2024.

Contractual Obligations

There were no significant or new contractual obligations since those reported in our annual report on Form 10-K for the year ended April 3028, ~~2023, except for those disclosed in Note 10 of the consolidated financial statements~~2024.

Inflation

Any significant increase in our raw material costs, utility/energy costs, and general economic inflation could have a material adverse impact on the company, because competitive conditions have limited our ability to pass significant operating cost increases on to customers.

During fiscal ~~2023~~2024 and continuing through the ~~third~~first quarter of fiscal ~~2024~~2025, raw material costs started to decline due to ~~lower oil prices and~~ slowing global demand; however, ~~higher~~the cost of labor remained challenging during fiscal ~~2023~~2024 and continuing through the ~~third~~first quarter of fiscal ~~2024~~2025.

Inflationary pressures also affected consumer spending during fiscal ~~2023~~2024 and continued through the ~~third~~first quarter of fiscal ~~2024~~2025, causing a slowdown in business in both the mattress industry and the residential home furnishings industry. This slowdown has caused reduced demand from producers of home furnishings for our mattress fabrics and residential upholstery fabrics products during fiscal ~~2023~~2024 and ~~during~~in the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025.

We are unable to predict how long these trends will last, or to what extent inflationary pressures may affect the economic and purchasing cycle for home furnishing products (and therefore affect demand for our products) over the short and long term.

I-4644

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rates

We are exposed to market risk from changes in interest rates ~~with~~on ~~regards to~~ our revolving credit agreements.

Effective January 19, 2023, we entered into a second amended and restated U.S. revolving credit agreement (the “"Amended Agreement”") ~~that~~to ~~established~~establish an asset-based revolving credit facility that required interest to be charged at a rate ~~(applicable interest rate of 6.81% as of January 28, 2024)~~ calculated using an applicable margin over ~~the~~ Federal Reserve Bank of New York’'s secured overnight fund rate (SOFR), as defined in the Amended Agreement. The interest rate under the Amended Agreement as of July 28, 2024, was 6.84%. As of ~~January~~July 28, 2024, there were no outstanding borrowings under the Amended Agreement.

~~Our~~Effective ~~revolving~~March ~~credit~~20, ~~line~~2024, ~~associated~~we entered into an unsecured credit agreement with ~~our~~a ~~operations~~financial ~~located~~institution in China ~~bears~~denominated in RMB that requires interest to be charged at a rate ~~determined~~based byon the ~~Chinese~~Loan ~~government~~Prime atRate ~~the~~("LPR") ~~time~~in ofChina ~~borrowing~~minus 50 basis points (2.85% Asas of ~~January~~July 28, 2024,). ~~there~~There were nooutstanding borrowings ~~outstanding~~ under ~~our~~this ~~revolving credit~~ agreement ~~associated~~totaling ~~with~~$4.0 ~~our~~million ~~operations~~as ~~located~~of inJuly ~~China~~28, 2024.

Our previously existing revolving credit agreement with another financial institution in China bears interest at a rate determined by the Chinese government at the time of borrowing, and is not directly determined by a published interest rate benchmark. There were no borrowings outstanding under this agreement as of July 28, 2024.

Foreign Currency

We are exposed to market risk from changes in the value of foreign currencies ~~related~~for to our subsidiaries domiciled in Canada, China, and ~~China~~Vietnam. We try to maintain a natural hedge by keeping a balance of our assets and liabilities denominated in the local currency of our subsidiaries domiciled in Canada, China, and ~~China~~Vietnam. However, there is no assurance that we will be able to continually maintain this natural hedge. Our foreign subsidiaries use the ~~United~~U.S. ~~States~~ dollar as their functional currency. A substantial portion of the company’s imports purchased outside the ~~United~~U.S. ~~States~~ are denominated in U.S. dollars. A 10% change in the above exchange rates as of ~~January~~July 28, 2024, would not have materially affected our results of operations or financial position.

ITEM 4. CONTROLS AND PROCEDURES

As of ~~January~~July 28, 2024, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of such date, in all material respects, to ensure that information required to be disclosed in the reports filed by us and submitted under the Exchange Act, is recorded, processed, summarized, and reported as and when required, and that these disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in reports filed by us under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, in a manner to allow timely decisions regarding the required disclosure.

During the quarter ended ~~January~~July 28, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

I-4745

Part II – Other Information

Item 1. Legal Proceedings

There have not been any material changes to our legal proceedings during the three months ended ~~January~~July 28, 2024. Our legal proceedings are disclosed in the company’s annual report on Form 10-K filed with the Securities and Exchange Commission on July 1412, ~~2023~~2024, for the fiscal year ended April 3028, ~~2023~~2024.

Item 1A. Risk Factors

There have not been any material changes to our risk factors during the three months ended ~~January~~July 28, 2024. Our risk factors are disclosed in Item 1A “Risk Factors” of the company’s annual report on Form 10-K filed with the Securities and Exchange Commission on July 1412, ~~2023~~2024, for the fiscal year ended April 3028, ~~2023~~2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

				~~(c)~~		~~(d)~~	(c)		(d)
				~~Total Number of~~		~~Approximate~~	Total Number of		Approximate
	(a)			~~Shares Purchased~~		~~Dollar Value of~~	Shares Purchased		Dollar Value of
	Total		~~(b)~~	~~as Part of~~(b)		~~Shares that May~~	as Part of		Shares that May
	Number		~~Average~~	~~Publicly~~Average		~~Yet Be Purchased~~	Publicly		Yet Be Purchased
	of Shares		~~Price Paid~~	~~Announced~~Price ~~Plans~~Paid		~~Under the Plans or~~	Announced Plans		Under the Plans or
Period	Purchased		~~per Share~~	orper ~~Programs~~Share		~~Programs (1)~~	or Programs		Programs (1)
October 30, 2023 to December 3, 2023	—		—	—		$3,248,094
April 29, 2024 to June 2, 2024		—			—			—	$	3,248,094
December 4, 2023 to December 31, 2023	—		—	—		$3,248,094
June 3, 2024 to June 30, 2024		—			—			—	$	3,248,094
January 1, 2024 to January 28, 2024	—		—	—		$3,248,094
July 1, 2024 to July 28, 2024		—			—			—	$	3,248,094
Total	—	—	—	—	—	~~$3,248,094~~		—	$	3,248,094

(1)

In March 2020, our board of directors approved an authorization for us to acquire up to $5.0 million of our common stock.

Item 5. Other Information

During the three months ended ~~January~~July 28, 2024, none of the company’'s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a “"Rule 10b5-1 trading arrangement”" or a “"non-Rule 10b5-1 trading arrangement”" (as such terms are defined in Item 408 of Regulation S-K).

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Item 6. Exhibits

The following exhibits are submitted as part of this report.

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).

32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

10.1 Cooperation Agreement, effective as of June 17, 2024, between Culp, Inc. and certain investors specified therein, filed

as Exhibit 10.1 to the company's Form 8-K dated June 17, 2024, and incorporated herein by reference.

10.2 Form of Director and Officer Indemnification Agreement, filed as Exhibit 10.1 to the company's Form 8-K dated

August 14, 2024, and incorporated herein by reference.

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension ~~Scheme~~Schema ~~with Embedded Linkbase Documents~~Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CULP, INC.(Registrant)
Date: March 8, 2024	By:	/s/ Kenneth R. Bowling
Date: September 6, 2024	By:	/s/ Kenneth R. Bowling
		Kenneth R. Bowling
		Executive Vice President and Chief Financial Officer
		(Authorized to sign on behalf of the registrant and also signing as principal financial officer and principal accounting officer)

II-3

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